Spider Man: Sands of Time
by Skychild101
Summary: It's been a few months since the attack of the Vulture. Queens is still rebuilding, trying to go back to its former glory. But as peace lingers around the city, Spider Man faces a new challenge as he tries to discover a dark force that is terrorizing the city. Book Two of Seven
1. Finding Peace

**Author's Note:** Hi guys! Wow, I must say it's been a while since I wrote a Spider man story—need to update all the other ones XD but it feels good to be back. However, before we begin, as each time we start a new story, each book will become darker and darker and more suspense :D and we would also see the growth of Tony's and Peter's relationship, which I must say is pretty awesome aha. Anyways, let's get going!

 **Summary:** It's been a few months since the attack of the Vulture. Queens is still rebuilding, trying to go back to its former glory. But as peace lingers around the city, Spider Man faces a new challenge as he tries to discover a dark force that is terrorizing the city.

* * *

Chapter 1: Finding Peace

It wasn't the first time where the people of Queens had seen Spider Man, whizzing through the city. Ever since the battle of the Vulture, Spider Man had become more active while also helping to rebuild Queens. He felt responsible for the damage he had caused during the fight and so, he was able to help out whenever he could—if he wasn't too busy fighting minor crimes.

Spider Man saw construction workers working on a new building and two of them were heaving up at least four long grey rails.

"Hey guys. Need a little help?"

The ones who were holding the rails paused to look to the side and saw Spider Man who was hanging upside down from his web.

"Hey, it's Spider Man. Boy, sure glad we got to see you. I thought we would never see you with you being busy all the time."

"Well, that's just me I guess. Spider Man on the roll," Spider Man grinned a little. He then untangled himself and landed on his feet.

"I'll take it from here."

Spider Man then grabbed the rails, releasing his web shooters around the objects and tied it securely before he wrapped it around himself. He began to climb the walls until he used his webs for support and reached the area. Once Spider Man reached his designated area, he began to take off the rails and placed them on the top of another rails.

"Okay, what now?" Spider Man called out from above.

"You see how everything is lined up? You do the same way and we will finish it by nailing it in. The rest we can do by ourselves."

"Gotcha."

After a few minutes, the vigilante had already finished what he was supposed to do since he was attaching himself from the side of another rail.

"Thanks, Spider Man!"

"Not a problem."

With that, the hero used his webs to get out of the spot and swung out of sight.

* * *

Peter sighed as he watched at the distance while he sat on a step of a ladder. He could see the train in front of him, moving along as it was reaching wherever it needed to go. Far behind it were other buildings with the sun setting down, indicating that the day was going to end soon and its rays were glimmering.

It had been a few months since the battle with the Vulture. In all honesty, he didn't know how to feel. Inside, he still felt lost as he tried to find peace within him even if he spend time with citizens and helping out. Something inside him was struggling. To break free? He didn't know.

Deciding that he needed to go back, Peter paused in thought as he decided to make one more stop.

With that, he swung into the evening air. Web after web, he swung through the city until he reached the destination. Peter smiled as he saw the window open. He could always count on him.

While Peter was settling himself in, he could hear the door being opened and it revealed a person who at first jumped with startle until he recognized who it was.

"Hey Ned," Peter spoke as he was sitting in a chair, comfortably.

"Peter—Er, Spider Man. What are you doing here?" Ned asked as he closed the door.

"Just thought I would drop in and say hi."

Ned raised an eyebrow and sat on the bed. "You know, normally when you come, you always need something. So, what is it?"

Peter rolled his eyes. "Very funny. But seriously though, I…I thought…I could use a friend…" he replied quietly.

Ned stared at him before he gave a small sigh. "But really, Pete. Are you alright? Ever since the…battle, you've been acting odd. I know you were more active as Spider Man from the news and all but you're my friend. And as a friend, I know that something is up."

Peter smiled a little, thankfully for having Ned as a friend. He would honestly be lost without him and high school would be more miserable.

"It's just that… I don't know how to feel right now. Most of the time, I feel confused…lost…don't get me wrong, I love getting out there and helping the citizens but…it's just…I feel like something inside of me is struggling."

Ned paused as he pondered on what Pete had said only to give a small shrug.

"Maybe you're growing tired."

Peter raised an eyebrow. "Tired of what?"

"That's what you have to figure it out. I'm not you, Peter. I can't figure what you want and what you don't despite the fact that I'm your friend," Ned replied as he let his eyes trailed down to his laptop which made his eyes grew wide and there was a silly grin on his face

"Hey, that reminds me. Are you coming to the celebration tomorrow? The whole city will be there."

Peter shrugged. "I don't know…maybe…"

Ned stared at him with disbelief. "Are you freaking kidding me? _Maybe_? Dude, they're placing the celebration in _your_ honor. In Spider Man's honor! Why on Earth would you not go? If I were you, I would totally go. Who knows? Maybe there, you could find a girl who is right for you so you won't have to spend your life alone and miserable."

Peter groaned. "Thanks, Ned. Thanks. I don't need any more girl problems. And I can say the same thing to you."

Ned rolled his eyes. "Haha, very funny. But you better make your decision by tomorrow. It starts at eleven in the morning. Trust me: you don't want to miss out. Even the Daily Bugle is questioning if Spider Man's coming or not; they think you don't have the guts to do it," Ned smirked.

"Pretty sure you just made that last sentence up."

Ned shrugged. "Maybe. Maybe not. You can read the article if you want. You can't miss it, having a big headline and all."

Peter gave a quick smile. "I'll read it tomorrow. I've got to get going before Aunt May flips out."

Ned nodded. "Alright. Stay out of trouble."

Peter laughed as he was walking towards the window. "That's a good one."

With that, he flew out of sight.

* * *

The crowd was bursting with cheers and everywhere they go, there was a sense of excitement in the atmosphere. Hundreds and hundreds of colored balloons that were in blue, red and yellow were hung in the air along with streamers. In the middle of the streets, there was a gigantic poster with Spider Man and Iron Man being in the center of it. There was even an enormous Spider Man and an Iron Man balloon that was hanging on its stand.

Music was blaring from almost every direction and there were a parade of people, performing all sorts of tricks with the band being at the back of the line.

"This is it. The moment we had all been waiting for," the newscaster responded. "The celebration in the honor of Spider Man and Iron Man. Thousands and thousands have arrived at the event just to see the famous heroes who had protected the city from danger. As of last year, the city was threatened by a villain who was named the Vulture. Iron Man and Spider Man worked together and had defeated the villain. While everyone is excited, the big question still remains: Will Spider Man and Iron Man come?"

And then all of a sudden, within a streak of white, something zoomed at the sky before it became clearer which made the entire crowd scream with joy.

"Oh my God. It's Iron Man!" the newscaster shouted. "I don't believe this: Iron Man had made an appearance."

Iron Man landed at the stage

"Iron Man, it's really you," the speaker at the stage breathed, eyes wide with shock as her whole body was shaking. "Tell me; do you think Spider Man will come?"

"Well, I certainly hope so. The party cannot continue without the guest of honor, now can we? But, Spider man can be a bit stubborn sometimes and having him to actually come would be an accomplishment."

"Aww, is that any way to speak to a guest of honor?"

And as before, the crowd screamed with enthusiasm as they saw the blue and red hanging upside down.

Iron Man smirked. "You actually came."

"You sound surprise."

"—Well there you have it folks. Spider Man had actually came," the newscaster continued. "This is Whitney Chang, reporting live."

As Spider Man continued to be in the crowd, he couldn't help but to feel that something was going to wrong.

 **Elsewhere**

Tires screeched nonstop as it was taking sharp turns. It seemed as though it was trying to get away from the other cars that were chasing from behind. Growling, the driver from the car at the front peeked out from the window and began to fire his gun at the police.

 _Rowdy rodents_ , the criminal growled.

However, just as he passed another corner, out of nowhere something started to emerge from the ground. But the mysterious appearance grew larger and wider and it caught at the end of the criminal's getaway car. Because of the wide expansion, it also jammed at the front of the police cars which send the two vehicles flying.

 **At the parade**

All of a sudden, the crowd started to scream which gained Iron Man's and Spider Man's attention. In a matter of seconds, the large white truck suddenly came into the view, rolling into the air and the people began to scram out of the way.

In a blink of an eye, Spider Man acted quickly as he used his new method—the web rush to get to the spot in time and then the web crawler released his webs and they extended, being long enough so that they reached out to both of the sides, attaching themselves to the nearest objects they could find.

Spider Man released more webs in attempt to capture the truck with his webs. The nets moaned from the heavy pressure of the vehicle and the people who were underneath it crouched down until they started to scatter away. Iron Man landed at an empty spot on the ground and narrowed his eyes as he stared at the truck.

It wasn't long for the sound of the sirens to be heard and the police cars came into the view.

The police came towards the truck.

"Officers…what's going on?" Spider Man asked.

"That's the thing," one of them replied. "We don't really know, to be honest. All of a sudden, we were chasing this truck and then something came out of the ground—"

As he spoke, Spider Man suddenly start to tingle and he knew something was going to come.

"Get down now!" Spider Man shouted.

The crowd screamed once more but this time Iron Man helped out as Spider Man pushed the officers out of the way. Iron Man shot a beam at the barrels that were heading towards them and they exploded in the air.

And then, the intruder made an appearance by having grit circling around him, forming him into some kind of creature. As the people were running away from the danger, the invader made a loud terrifying roar.

 **Author's Note: ** Oh crap. Just when things are starting to look better, things happen…and I'll give you three guesses as to who the new villain is :) but we got a nice long chapter to start us off. What happens next? Find out!


	2. The Attack

**Shout Outs:** Thanks to Master Skywalker 121 for reviewing the story. Thanks to Invisible12 for following the story. Thanks to cabrera1234 for favoring and following the story. Thanks to The Fanfiction Expedition- All things fiction for adding the story to your community. Thanks to MythologyStar for reviewing, following and favoring the story.

* * *

Chapter 2: The Attack

The creature roared, throwing nearby objects at the people who were scurrying away. Acting quickly, Spider Man leaped into the air and grabbed the objects with the web.

"Right back at you!" Spider Man shouted, throwing back the object at the creature who roared.

Spider Man landed at the side of the building with eyes wide. "Uh, I think I made him angrier."

The creature snarled, creating chaos and this made Spider Man leap from one spot to the next in a slick move while Iron Man was attacking him from the other side. Spider Man swung into the air before he headed towards the creature's direction in attempt to push him down.

He did but with little success as the fiend merely stumbled backwards from the impact, crashing into the side of a nearby building. While Iron Man was distracting the fiend who got up, Spider Man quickly took a look at his surroundings before he spotted a fire hydrant which wasn't very big at all.

As the chaos was happening, there were security who were helping out the crowd. Spider Man quickly went towards the hydrant while dodging the oncoming large fist due to the spider senses.

"Woah, I've always wanted people to lend me a hand just not as big as that one," Spider Man replied, avoiding another fist smash.

Meanwhile, Iron Man resumed his blasting with the repulsors in attempt to at least bring down the brute. The creature swayed its huge arms around, having Iron Man to barely have the time to avoid the swinging arms. However, just as he blast his attack, the enemy smashed at Iron man who went flying through the windows at a nearby building.

Tony eventually slid to a halt and slightly lifted his head up.

On the other side, the web crawler quickly swung over to the other side in order to reach the fire hydrant. However, while he swung himself, the beast saw the web slinger and he used his large hand to smash the spider. Just in time, the Spider used his webs to pull out the hydrant from its spot just as the large fist came into the view. The water burst out of its spot, making it be in contact with the hand.

As that happened, Iron Man flew out of the damaged building and struck upwards at the beast with his fist. The creature roared while feeling itself being dissolved by the unwelcomed liquid. As the water sprayed on the dirt, the substance fell on Spider Man who got soaked from it.

"Aww, come on…I already can't get afford my cleaning bill," Spider Man muttered, shaking the dirt off of him.

Snarling, the large humanoid beast glared at the web crawler before it began to dissolve away into thousands of sand and it dragged itself away.

Not too shortly, Spider Man joined Iron Man who landed on his feet.

"Just what was that?" Spider Man asked.

* * *

Peter frowned as he stared at the pictures of today's event. He had no idea what the heck was that thing. Everything went smooth until that…creature came along. But even after all of this, Peter knew one thing.

The peace had come to an end.

It had been a few months since the battle with the Vulture. Peter still had some haunting memories about the fight-how he nearly died but Tony brought him back.

Peter was a teenage boy who was anything but normal. He was half and half; half Spider and half human. He had gotten his powers by being bitten from a radioactive spider during his trip to Osborn. Since then, everything had changed for him.

Peter had untamed brown hair with brown eyes. He had a slender body with the looks of a nerd. He got top grades in every class and with a best friend named Ned Leeds. But because Peter was smart, it causes conflicts with the student body especially with a boy named Flash Thompson.

Flash Thompson was the all star athletic boy who loves to torment and bully Peter because of who he is.

"Did we find anything?" Peter asked when Tony came in.

They had returned to the Avengers Headquarters in attempt to try and find what that fiend was but there was no such luck, much to their dismay.

"No," Tony answered. "The answer is blank."

Peter sighed, leaning back against the wall. "Well, if this _thing_ began to attack the city, then that means there may be a chance that a new enemy had come. The peace had come to an end."

"That may be so but we still need to do digging if we want to know who that creature was and where it came from. From there, we could go forward and defeat it," Tony spoke.

"But how can we analyze the new enemy if it keeps getting away?" Peter asked. "And what's the deal with the…dirt…er sand?"

"I guess we have to be sneaky and catch it when it least expects it," Tony responded. "When the opportunity comes, we could take a sample of it and work from there," he paused. He studied the boy who kept staring at the ground. From there, Tony knew that he was deep in thought.

"Peter, what's on your mind?" Tony asked quietly.

Peter struggled to say. He didn't know if he was up for this new enemy; he barely survived the last one. He wasn't sure if he would be able to defeat this new one. That being said, where did this new villain came from exactly? It practically came out of nowhere and why was it chasing that white truck in the first place? At least, that was what peter was assuming.

"Do you think this villain has some sort of connections with the Vulture?" Peter whispered.

There was a small tense silence but Tony shrugged it off.

"That's a difficult question to answer, Pete. Like I said before we don't know anything of this foe. But if it has some connections with the Vulture, we would know. Just…just try to relax, would you? Do your…usual human stuff that is outside of hero business."

Peter smirked a little. "It's called school," he chuckled softly.

Tony grinned. "I know," he paused. "So…how's the suit working out?"

And from that simple question, Peter's eyes lit up with delight. "It's wonders. The new suit…fantastic."

"Good. Good to hear," Tony smiled faintly. "Alright then, go home and stay out of trouble. I mean it, Peter."

Peter smirked. "Yeah because that totally worked out just fine last time."

Tony gave a small chuckle. "Right then. Off with you."

* * *

"So you think that there's a new enemy?" Ned asked.

Peter sat on the ledge of the window with his mask off. He sighed.

"Yeah," Peter replied.

"Have you found anything about this apparent new enemy? What was that thing that attacked at the celebration?" Ned wondered.

Peter only shook his head as an answer. "That's the thing. We don't know anything about this…thing yet. We don't know who it is or where it came from. We have no data whatsoever."

Ned frowned. "But that thing seems to be practically made out of dirt or whatever he was surrounded by. You would think his name was called Dirt Man or something."

Peter snorted. "That is like the lamest name I'd ever heard…"

"What? You prefer Sand Man or something?" Ned rolled his eyes, grinning.

Peter smirked. "You wish," he paused. "Anything on the Bugle?"

"No, not really. All it mentions is about the attack and how Iron Man and Spider Man tried to stop it. It's…really quite boring but have a read whenever you can. But I have to ask…why are you interested on Bugle? I mean, it's nothing but garbage."

Peter shrugged. "I don't know. I guess I'm always interested in what Jamieson as to say about Spider Man."

Peter then placed the mask back on and he stuck his head out once he was in a crouching position. He turned to the side as he spoke.

"Well, I suppose I will see you later. See you tomorrow?"

"Yeah..."

* * *

In a dark area at an abandoned factory, something dragged itself across the ground before it fully formed itself back to the humanoid shape. The creature lifted one of its sandy arm, staring at it as though the beast was thinking about why did it happened. Why did he had to suffer this terrible fate?

Of course, it gave him newfound abilities but he didn't used them as how he wanted to. Things had changed.

But ever since he had discovered that this city had a protector, things were going to get heavy pretty soon. He needed a plan to defeat that web crawler and the man that was in the suit.

Eyes narrowed, the foe turned his eyes at a nearly torn picture that was hung up on the wall. The picture contained of an image that had a man with a bird-like costume and eerie green eyes.

"I will finish what you had started," his voice boomed.

 **Author's Note:** Tada! So we got a glimpse of our new villain which I think (hopefully) I made it pretty obvious as to who it is. A couple of you had already guessed it so congrats! And as we go on, hopefully we would have longer chapters along the way. Toodles!


	3. The New Threat

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Yusuke Kurosaki for following the story.

* * *

Chapter 3: The New Threat

Peter trailed his eyes over the words of the Bugle newspaper. But every time he did, he would almost always scowl. The way Jamieson writes it, it makes Spider Man feel rotten.

Ned raised an eyebrow as he stared at his friend. Nevertheless, no matter how many times he had tried to understand Peter, he still didn't understand him.

"So…tell me…are you glaring or reading at the newspaper?" Ned asked. He had to ask.

Peter huffed, annoyed as he ruffled the newspaper from anger. "Seriously, Jamieson is a terrible writer—why is he the writer?" Peter said furiously.

Ned rolled his eyes. "Let it go, Parker. Just let it go. And I've told you that it's nothing but garbage in there. Why'd you read it?"

"Simple. I was curious," Peter replied flatly with a hint of bitterness in his tone.

Ned sighed. "You're hopeless. And don't deny it."

Peter was about to speak until someone beat to him first.

"He's right, you know. You were always hopeless especially when the situation is around girls."

Ned sniggered before he shut his mouth after the glare he had received from Peter. Annoyed, Peter turned his glance to the side and saw Michelle. Michelle, who was merely a classmate of Peter, had brown hair with brown eyes. She had a fair body though her personality indicates that she doesn't give a damn of what other people think about her. She's smart, sassy and witty.

Peter scowled. "What do you want?"

Michelle sighed as she scooted beside Peter who slid down the bench slightly in order to make room.

"I'm here to help you," Michelle announced.

And this raised eyebrows.

"Why would you want to help him? And with what?" Ned asked.

"Because as you said, he's hopeless and plus, I saw the way how you looked at Liz. You want her back, don't you? And as friends, it is entitled that we help each other out," she paused. "And maybe you won't have to be alone in your sad nerdy life."

Peter made an irritated look. "It doesn't matter anyway; she's with Flash. And there's a huge difference, my _darling dear_ , we're not friends!"

Michelle rolled her eyes. "Pfft, yeah whatever. So, do you want to win the heart of Liz again or not? It doesn't matter that she's dating Flash. Because once she sees that you _do_ want her back, she will break up with that good for nothing fool."

Peter raised an eyebrow. "So…you also think that he's annoying?"

"Naturally," she drawled. "And don't forget _darling dear_ , we're in the same classes."

As she left, Peter groaned.

"That is absolutely the worst news she could ever give me."

Ned smirked before he went in thought. "But what's in it for her? I mean, she barely hangs out with you and all of a sudden she wants to help you?"

"Honestly? Why are you asking me? I barely understand girls."

Ned was lost in thought for a short moment before he agreed. "Yeah true. Who could understand them?"

Grinning a little, Peter stuffed the newspaper between his books and started to pick up.

"Let's go. Our class is about to begin."

As they were going down the hall, Peter had the unfortunate encounter with Flash who was sneering at his direction.

"Well, look at we have here. If it isn't the dweeb himself," he laughed nastily.

Peter glared at him. He really didn't want to deal with him. "Screw off. Not in the mood to deal with you."

"Aww, what's the matter? Afraid to face me like a real man?"

Peter sneered as he bit back a grin. He had no idea who he was messing with.

Ned frowned. "Thompson, let the man be. If you had the heart—which we all know that you don't—you would just let him go."

Flash's cold eyes turned towards Ned and Peter's first instinct was to go in front of him.

"Who asked you, stupid?"

Peter twitched from anger as he curled his fists and he sharply stepped forward with eyes narrowed.

"Listen, no one insults my friend. Now, move or you will be moved."

However, Flash glared at Peter and he moved forward, curling his hand into a fist so that he delivered a blow to Peter's stomach who grunted from the punch.

"If you think you're so tough, boy, why don't we have a two on two fight after school?" Flash hissed. "To see who's a _real_ man?"

Grinning nastily, Flash let go of his fist and he turned around, walking away as Peter fell to his knees, wrapping his arms around his waist. Ned came to him as he placed his hands on Peter's shoulders.

"You've got to stand up to yourself, Peter. Don't let him say otherwise. Don't do the fight," Ned responded.

Peter slightly growled as he shoved him off. "Buzz off."

Ned sighed as he watched his friend walking away down the hall. He pursed his lips until they were white from the pressure. Knowing him, Peter would most likely engage the fight just because if he didn't, Flash would nonstop remind him of how he chickened out. Shaking his head, Ned picked up his things from the floor and began to chase after his friend.

Both of them had science class after all and unfortunately, Flash was in there.

During the science class, Flash couldn't stop making threatening looks at Peter who kept glaring at him. Because of this, it earned a frown from Liz as she wondered what was going on between those two but she knew that nothing was going to come out good. One of them would end up being hurt and that was normally Peter.

Then there was Ned who kept telling Peter to call off the fight. There's always a better way to handle these situations. Naturally, this annoyed Peter to no end and he growled in a sharp voice, telling him to 'screw off' in the nicest way as possible.

"Fine then. Don't blame me if you get detention then," Ned muttered angrily. "Which I wouldn't be surprised, to be honest," he added.

Glaring, Ned muttered under his breath before he pulled the books closer to him so that he rested his arms on them.

Peter sighed as he sulked. He didn't mean to snap at Ned; he meant well but he was just frustrated and stressed out. Frustrated at the fact that Flash just had to ruin his plans for tonight since he meant to interrogate the Vulture as Spider Man after school but obviously, that wasn't happening. It would have to be later.

And if by later, that would always mean getting another yell from Aunt May and even more questions from her. Despite the answers of what Peter gives to Aunt May, he couldn't help but to think that deep down, Aunt May does know what Peter was doing outside of school.

And if he _did_ get detention, Peter would make sure to haunt Flash in his sleep.

While he was being deep in thought, Peter might've sworn that he heard the teacher saying something about a detention but he wasn't sure.

"Hey, lover boy. Have you made your decision yet?"

The voice snapped Peter out of his long trail of thoughts and he looked up to see Michelle.

"What decision?" Peter asked blankly.

Michelle stared at him. "How thick could you get? Did you suddenly forget what I talked to you earlier?" seeing the blank look, she sighed. "Sometimes I wonder how Ned puts up with you. Remember when I said about getting Liz back?"

Peter widened his eyes. "Oh that…deal…"

"Yes Peter," Michelle rolled her eyes as she placed her books beside him and sat on the empty spot. Peter stared at her books before he spoke.

"Remind me: why is it that almost every time whenever there is a project, we always end up together?" Peter asked. "Why can't it be Ned for a change?"

Michelle snorted. "Trust me, lover boy. It's bad enough that I have to see you almost every day," she then placed on a thoughtful look as she remembered how Ned was acting. "And you and Ned don't seemed to be 'star-crossed lovers'."

Peter sneered. She then tore her gaze away from the books before she stared at Peter. There was a small frown upon his face which made her be curious and add that to the fact, that Peter seemed to be in thought again. She sighed.

"Peter!" she snapped her fingers in front of his face, causing him blink. "Science project, remember?"

Peter groaned. "Alright, lady. Gimme a moment."

"Uh huh," she frowned. "What's bothering you? And don't lie. I can tell."

Peter rolled his eyes. "What's it to you? It doesn't matter anyway."

Quirking an eyebrow, Michelle huffed and opened one of the books, skimming the texts.

When school was finished, Peter couldn't be more than happy to get out of here. And that was why he was hurriedly stuffing his things in his backpack. Maybe he could miss Flash and not fight. Glancing to the right, Peter scanned the sea of students before he resumed his task then closed his locker. Ned wasn't nowhere to be seen so Peter assumed that he left already and plus, Ned wasn't really talking to him anyway.

Sighing, Peter walked out of the school building but that was until he heard a voice.

"Well, well. If it isn't Mr. Tough guy himself," a voice sneered.

Letting out a sigh, Peter turned around on his heels and glared at Flash and his goons. Peter recognized one of them—Kong.

"Look; I don't want to fight—"

"Too bad. I was waiting for this day," Flash growled as he curled his hands into his fists.

Peter sighed. "Well if you want to be embarrassed then I guess I have no choice."

Flash snarled. "You think you're being wise, wise guy?"

Peter clucked his tongue. "Well, I am smarter than you."

Growling, Flash went up to him with fists ready. When he reached Peter, Peter simply stepped to the side, allowing the fist to go past by his face. Due to the small fight, it captured the crowd's attention and pretty soon, Peter and Flash were surrounded by the students who stayed after school.

"What's the matter, Flash? Can't hit a kid?" Peter taunted. He had no idea where this attitude came from but he assumed that it was from being Spider Man. After all, being the hero, it made him be all cocky and witty.

And hilarious. Definitely hilarious.

Every time Flash delivers a blow, Peter swung to the side to avoid it. The crowd was cheering while chanting "Fight! Fight! Fight!" However, in order to avoid for the students to discover what he really was, Peter had to let Flash make an attack which was hitting right at the eye, giving an instant black eye. Hissing, Peter narrowed his eyes and once he saw the right opportunity, Peter curled his fist and then struck a blow by punching Flash from underneath the chin which caused Flash fall backwards. Unfortunately though, Peter's apparent timing wasn't right since one of the teachers came along and saw Peter striking a blow.

But for a brief moment, Peter felt a small sense of pride when he delivered the punch.

"Peter Parker!"

Peter tensed as he knew what was going to happen next.

Ms. Winston pursed her lips as she shook her head slightly. "Come with me."

She then narrowed her eyes. "You too, Flash."

"But—"

"No questions."

Taking a breath, Peter unwillingly followed the teacher and he may as well let his feet drag him as he knew where they were going. Flash was seething in his tracks as he kept glaring daggers behind Peter's head.

They continued to follow after Winston, walking through the halls and it was there where Peter reached the all too familiar door with words saying _detention_ across the glass door.

"Well I suppose you know the rules by now. An hour worth of detention—I'll be writing to your Aunt. And you, Flash. Starting a fight with another student? I'll be writing to your mom."

It was plain and simple. Sighing, Peter opened the door but as he did, he didn't expect to have someone else be in there. He blinked as he stared at the person; his mouth slightly opened.

"What are you doing here?" Peter asked, stunned as he made his way to the chair.

It was none other than Michelle who slightly grinned, tilting her head to the side.

"Obviously serving detention."

Peter raised an eyebrow. "For what?"

"For being a smart ass to the science teacher."

While being deep in thought, Peter recalled that he thought he had heard the teacher saying something about a detention. Guess he now knows what it was all about.

"What about you? Wait, lemme guess. You fought Flash, didn't you?" Michelle said as she stared at the black eye. She gave a slight glare to Flash who sneered.

"What else is new?" Peter replied irritably.

* * *

Aunt May pressed her lips together tightly. She received news from the school and needless to say, she wasn't impressed at all. Aunt May always knew that Peter had trouble from the student body but she didn't think it was _this_ serious. She would have known but Peter almost always kept things from her.

"Peter—"

"I know," he groaned. "Can we just please skip the lecture? I'm honestly not in the mood right now."

Aunt May sighed. "Alright but may I at least fix your eye?"

Staring at the floor, Peter nodded. She gave a quick smile before she got up to grab the necessary items and she came back. Peter slightly hissed when the ointment took its course, making him wince. After a few dabs, Aunt May finished her job before she sighed, staring at her nephew. She placed her hand on his cheek.

"Go get some rest," she spoke quietly.

Nodding, he went to his room but while he laid on his bed, he couldn't but to feel the anger running through him. So far, Flash had caused so much trouble and in all honesty, Peter was getting sick of it. Even though Flash got detention as well, Peter felt little satisfaction. Sure he literally has all the power but it would abuse his law of hero and it would go against everything of what he stands for.

Peter pushed himself up as he ran his hair through his fingers as he bit his lips. While he still had to interrogate the Vulture, he owe someone an apology. With that in mind, Peter got up and opened his closet to reveal the blue and red. Luckily he had a mask otherwise Ned would nag him if he ever saw about the black eye. Once he put it on, Peter went out of his room to call out.

"Hey uh I'm going for a walk for a bit," he announced.

It wasn't too late which was a good thing. It was around 6pm.

"Okay but you better be back before nine."

Peter cringed, knowing that the interrogation won't be before nine. Putting his mask on, Spider Man opened his window and swung into the night where his face was met by the cool night breeze.

But first things first though, he had to go to someone's house.

Building after building, Peter reached the house within ten minutes. He attached to himself against the wall, placing his hands on it before he tried to open the window. He smiled to himself when the window has been able to open. Perhaps Ned knew he would come back or maybe because Peter almost always comes to him and Ned knew the routine by now.

Deciding not to attract more attention, Spider Man crawled up the wall but stopped when he heard the door opening. He paused, staring at the door that got opened but then let out a sigh of relief when he saw who it was.

Thank God it was Ned or otherwise Peter would have to explain himself as to why he was here.

As Ned walked towards his bed, he suddenly stopped as though he sensed that he wasn't alone in the room. He gave a small chuckle before he went on his bed. Right there, Spider Man hung himself down from the web and not looking up, Ned spoke.

"I know you're there. You're always here."

Peter smiled behind the mask. "Hey Ned."

Ned gave a small glance at the web crawler, biting his lip. "Why are you here?"

Maybe his tone was a bit too cold? Even though he was wearing a mask, Ned could feel the wince.

"I came to apologize to a friend," Peter answered.

Ned tore his gaze away and stared at Spider Man—er Peter.

"You?"

"Yeah, me. Look…I know I was wrong and you were right and I would rather keep a friend than to lose one."

Ned smirked. "For you, it's quite remarkable for you to apologize," he grinned playfully.

"Haha very funny," Peter hesitated for a little. "So…you forgive me?"

"Well, for being a prick in the first place, I suppose I have to eventually forgive you."

Peter scowled. "Thanks."

"Anytime!" Ned responded cheerfully. He then paused. "So uhm…how bad is it?"

"How bad is what?"

"You know…the injury?"

"And what makes you think I've got injured? I'm Spider Man, remember?"

Ned snorted. "But I hoped you remembered that the other people doesn't know!"

Peter sighed as he de-attached himself from the web and sat on a nearby chair. He stared at Ned for a while before he took off his mask; Ned slightly winced.

"Well that's a shiner."

"I had to let him hit me or otherwise people would suspect something. Besides, I would rather have a black eye than a nose bleed."

"I see…and…?" Ned asked as though to say 'what else happened?'

Getting the hint, Peter bit his lip. "And I got detention," he mumbled.

"Why am I not surprised? So much for having a clean record."

"I would have a clean record if it's not for Flash. Oh yeah…he also got a detention too!"

Ned smirked. "Guess there's justice after all."

"Anyways, I have to go," Peter announced, putting back his mask.

"Where?"

Peter paused, wondering if he should tell him or not.

"Er…Spider Man business."

Ned eyed him wearily before he eventually nodded. "Alright. See you around, Spidey."

* * *

It certainly wasn't easy breaking into the prison. Spider Man had to wrap the security guards in a cocoon so he wouldn't be discovered. He didn't want to think what would happen if he ever did got caught and on top of that, he especially didn't want Tony to know why he was here.

He would be furious.

When the coast was clear, Spider Man unlatched himself from the ceiling and landed quietly on the ground with his feet.

The room contained many cells, meaning he would have to trial and error in order to find the Vulture. The area was cold and unfeeling, devoid of any emotions. Each wall was barred with metal bars, having no windows. In each cells, there were at least one bed for each prisoners. Normally, there would be guards standing at the door but they were all taken out from Spider Man as they were currently wrapped in a web of cocoon.

The halls were just as emotionless, barely lit. Halfway of the hallway, Spider Man glanced from left and right as he saw the prisoners.

This was the worst kind of prison—only the worst kind of criminals were in here, left to rot.

"Hey, it's Spider Man," one of the prisoners called out. "What are yer doing here?"

Spider Man gave a small scoff. "Well you know…I'm just taking my daily stroll."

The criminal growled. "Think yer being funny are ya?"

Spider Man paused, pretending to think. "Yeah. Yeah I am."

From that simple, rage coursed through the brute's body and he went up against the bars which startled Spider Man from the bang.

"When I get outta here, I'm gonna rip you to pieces."

"Good luck with that."

Spider Man resumed his strolling until he was getting to the thickest part of the halls. He frowned when he didn't saw the person he was looking for. Perhaps he had taken the wrong turn?

As he was about to turn around, a cold emotionless voice spoke.

"My, my. Aren't we in for surprise? Tell me, what does the world's most famous superhero has business here in this cruel dank prison?"

Spider Man turned his head to face the cell and the only thing he was able to make out of the darkness were the bright unnerving green eyes. While the rest of the body as being camouflaged by the darkness, there was no mistaking of who that was.

"Vulture," Spider Man hissed.

The Vulture gave a frightening grin. "Aww, you do remember me. I'm touched."

"Cut with the flatter, Vulture," Spider Man spat as he grabbed the bars, staring coldly at the enemy who caused so much trouble. "You know why I'm here."

The Vulture pretended to think which irritated Spider Man.

"Ah yes…you want to know about that new enemy which had been appearing lately. Am I right?" his lips curled into a sneer. "Well let me tell you boy. I have nothing to do with it. After all, how can I do something while I'm stuck here in this icy prison?"

"Funny how I don't feel sympathetic to you," Spider Man hissed. "You belong here. This is the place where you will rot and where you will never harm an innocent again."

The Vulture threw his head back and laughed, menacingly. It honestly sent unpleasant shivers down Peter's spine.

"Listen to yourself. You think that the world is free from evil? You think that you feel safer now that I am behind bars? Don't make me laugh, you fool. No one feels safe; there would be always a new evil that would threaten your precious city and when that time comes, all hell will break loose. A new darkness would rise and not even _you_ can stop it. Not even Iron Daddy can stop it."

Spider Man's glare hardened and he tightened his grip on the bars. "We'll see."

With that, Spider Man turned around, releasing his web and swung out of sight.

 **Author's Note: ** Whoo-hoo! We got ourselves a long chapter, mates! I even surprised myself XD either that or Divided We Fall-Civil War soundtrack is an inspiration to me…EITHER WAY, I'm happy! What happens next? Find out!


	4. Spider Trip

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Zio Charmed for following the story. Thanks to TheOkWriter for reviewing the story.

* * *

Chapter 4: Spider Trip

If Peter wasn't puzzled, then he was stumped. The new villain had seemingly died down which he supposed was a good thing, he guessed. But it was still rather confusing. He would've thought that the enemy would keep on being active but he guessed wrong.

On top of that, Flash's bullying kept on being worse. Ever since the fight and the detention, he became sore and was full of anger. Peter was on the point where he actually wanted to use his Spider powers to teach him a lesson but he kept on being against it.

"What topic do you want to do?" Michelle asked as she analyzed the list of options they had on the paper.

"I don't know. What about you?"

There was a spark in Michelle's eyes as she glanced at the last option which read _other_.

"Hey, how about we do spiders?"

Peter tensed, slightly cringing. "Uh…er…why not sand? I think sand is a very fascinating subject," he replied, bringing the paper closer to him.

Michelle raised an eyebrow at the sudden change of topic. "What's wrong with Spiders? You're not afraid of them, are you?" she teased, laughing. "Don't worry, Parker. It's not like we're gonna get them and let them bite you. I want to keep you human."

"Hehe…bite…right…" he cleared his throat. "I still think we should do sand."

She scowled. "Does this have anything to do with that new weird enemy we had been getting?"

Peter paused. "Uh no…"

"Then we're doing Spiders and that's final."

Peter groaned. This was going to be a very bad project.

"So you can do questions one through five and I will do five through nine. We can do the last question together since it will do quite a bit of research as it stated to go beyond books and internet."

Peter sighed. "So…what? They want us to go to Osborn Industries or something?"

Michelle placed on a thinking look as she grinned. Immediately, Peter regretted what he said and began to refuse.

"No. Absolutely no way. We're not going there—besides, they don't have time. Er…they're busy."

"But I bet you that we're going to have bonus points if we do," Michelle replied in a singing tone. "Besides, it even says to go _beyond_ books and internet. All we have to do is to gain permission from the teacher and we would be on our way."

Peter stared at her as though she had grown a second head. He bit his lip, cringing a bit until an idea came to him.

"But even if we did received the teacher's permission, how are we supposed to make an appointment?"

Michelle shrugged. "Eh, we will find our way."

Peter looked at her, studying her expression. He can tell that this project would mean a lot to her—it means a lot to him too but why did it have to be this way? It was much too risky and as classmates, he didn't want anything bad happen to her on their way to Osborn Industries. He sighed.

"Alright…I uhm…I've got some connections. I will see what I can do," Peter replied though he hoped that he had hide the reluctance from his voice.

In an instant, Michelle's eyes widened with delight and without thinking, she hugged him.

"Thank you so much!" she paused though it made Peter blush slightly red. Being awkward, Michelle pulled away and stammered. "Well…um, thanks."

"Yeah…"

Right on cue, Peter's cellphone buzzed with vibration which made him jump slightly. He pulled his phone from the pocket to stare at the text message that was from Tony.

 _Come to AHQ after school._

Peter chuckled quietly. His timing couldn't be more accurate.

* * *

By the time school had ended, Peter—in the form of Spider Man—had reached the Avengers Headquarters. Of course, Tony was already in the room, staring at the screen that contained articles.

Spider Man released his web and he did a forward flip before landing on his feet. He was about to speak but Tony beat to him first.

"Glad you could make it jumper," Tony spoke as he didn't looked up from the screen.

Spider Man leaned against the wall in a casual way. "What's up doc?"

"First off, ease off the buttering and come over here. We may have found something about the new enemy—it's not much but it's a start."

Tony used his fingers to slide the images.

"What we had found out is that this thing…this creature is literally made out of dirt. It has the ability to control its element whenever it wants to. Now if we had captured some of its substance, then we would know for sure—what he is and where he came from. For all we know, he could've worked with the Vulture."

"But he's not working with the Vulture," Peter suddenly said but instantly regretted when he saw the face from Tony. He grimaced, knowing he would have to explain himself.

"How do you know?"

"Uh…uhm…a hunch? The Vulture is behind bars—how can he do anything in prison?" Peter pointed out.

Tony stared at him Peter with a skeptical look. He knew that the reason what Peter had just used wasn't it.

"Uh huh," Tony replied as he pretended to agree.

Peter winced, knowing that Tony didn't believe him but he let it slide.

"Uhm anyways, something to ask…" Peter began, interrupting the awkward silence. "So uh we have this science project and we were paired up with partners…and unfortunately, I was paired up with Michelle—"

"Weren't you paired up with her before?"

"Yes—moving on. She decided to have our project based on Spiders—"

Tony tensed. "Peter…" he said in a warning tone.

"I know, I know. Trust me, I've refused, declined, thought up of many excuses such as doing another topic like sand…"

Tony raised an eyebrow. "Why on earth would you do a project based on sand?"

Peter shrugged, helplessly. "Er uhm…it's better than Spiders?"

Tony paused. "This isn't related to the new enemy is it?"

"No! Well…yes…kind of…but I just can't say let's do sand because I'm Spider Man—anyways, getting to the point, one of our questions was to go beyond books and internet and after receiving the teacher's permission after class, I was hoping…maybe…you could make an appointment for Michelle and I to go to Oscorp…?" Peter laughed nervously.

Tony's smile vanished from his face and he narrowed his eyes. "Peter, you do realize what you're asking, right? Do you not know how dangerous this is?"

"I know but it would really mean a lot to Michelle and plus, the new villain died down for some odd reason and this would really mean a lot to our project."

Tony drew in a sharp breath. He closed his eyes for a bit, resting them before he opened them. He really didn't like this idea at all but if this was for a school project, then he supposed he could go with it.

"Alright," Tony finally said. "Even though I don't like this idea one bit, I will work something out."

"Thank you!" Peter exclaimed. "Wait till I tell Michelle!"

"Not in your Spider Man form I hope!" Tony called out as Peter exited out of the room.

Tony sighed. This kid was going to be the death of him.

* * *

Michelle gaped at the large colossal skyscraper, adorned with glass windows around the building. The glass windows gleamed dully from the sun's rays and on top of the skyscraper was the name, written in white: _OSCORP._

"Damn, Parker. I can't believe you actually booked an appointment. How did you do it?"

"Uh…it was…difficult but I managed…" Peter responded. "So, shall we head in? These questions aren't going to be answered by themselves, you know."

Nodding, the two went inside the elaborated building. The minute they entered, the two of them couldn't keep their eyes off. The inside held many fancy rooms, hallways and facilities along with escalators that were at the front, indicating the upper levels while to the far side of the hall, there was a reception desk. The place was heavily decorated with the latest hi-tech technology.

"Woah…" Michelle said with eyes wide.

"I could live in here forever," Peter replied.

"You're such a nerd. This place is a beauty," Michelle stated with awe.

Peter eyed the receptionist area and nudged Michelle. "Hey uhm let's go over there. She may be able to help us."

Nodding, the two walked towards the desk and spotted the lady who had black hair tied in a bun wearing professional clothing. She lifted her head up and smiled when she saw the visitors.

"Hello there, how can I help you?"

"Hi uhm er…" Peter stuttered as he wasn't quite sure what to say. "We're looking for a private tour for us and—"

"And there you two are."

From the sound of the voice, the two turned around and spotted a man with light brown hair with glasses. He had broad shoulders with a white lab coat on with an amputated arm.

Peter paused as he studied the man. He knew this man.

"Curt Connors?" Peter asked, eyes wide.

"That's the one," Curt smiled. "You must be Peter Parker, Richard's son?"

Peter nodded as he resumed staring at the man who glanced to the side to see the girl.

"And you are?"

"Er, Michelle Gonzales, sir."

"Ah, Dr. Connors would do just fine," he then turned his attention to the receptionist. "I would take it from here, Mrs. Addams. Come now, follow me."

The two followed Dr. Connors up the escalators and as they did, Peter and Michelle gave each other glances before they resumed following Connors. They eventually reached at a room that contained many glass cases with different kinds of spiders. Peter started to fidget nervously as they went further into the room.

"Right then; what kind of questions do you have?"

And so, Michelle began to list them off and as she did, Peter stared at one of the black widows who seemed to be staring back at him. As it did, Peter could faintly hear Dr. Connors's voice.

"…when they are threatened or surprised, they will bite you."

And like that, the spider jumped across but hit the glass which made Peter jump with startle. He really didn't like this place at all.

Curt stopped what he was doing and stared at the boy.

"Peter, you really don't look too good," he replied.

"Uhm," Peter cleared his throat. "It's nothing. I'm fine…"

Michelle stared at him, frowning but she pulled her gaze away as Curt continued to talk.

"But other than that, spiders seem to be oblivious to humans."

"One more question."

"Go ahead."

"What's in there? In that door?" Michelle pointed to the door that seemed to be locked tight.

Connors hesitated for a little but this didn't went unnoticed by Peter and Curt eventually spoke.

"That room is forbidden. It is only accessed by people who have the right to access it. We want to keep you two humans. Inside that door are genetically experimented spiders. It would be wise to not go in there if you do not want serious harm to yourself."

Michelle placed on a thoughtful look. "Is that the reason why Spider Man got those abilities? What is the reason for him to never give in to the Spider?"

Peter tensed, absent-mindedly clenched his fists tightly.

"That's the mystery right there, Ms. Gonzales. We don't know. We don't know except Spider Man himself. For some strange reason, his human side never fully gave in to the Spider."

And like that, Peter walked away, suddenly feeling pale and ill and this earned strange looks from the two.

"Peter, where are you going? Are you sure you're alright?" Curt called out.

Peter turned around as he continued to walk. "Yeah, yeah I'm fine. I just need some…fresh air…"

Michelle gave a raised eyebrow, giving her teammate a strange look. As Peter exited out of the room, he could hear Michelle's voice.

"…What happens if you do figure the mystery…?"

And then, Peter could no longer hear her voice. He stumbled out of the room, grasping the bar of the balcony. He had no idea why he was suddenly feeling like this; he should be used to this. Peter's skin began to crawl from coldness as he looked up, his vision started to become disoriented. Flashes of blackness started to appear in his eyes and the room was spinning around.

And then, he was greeted with darkness.

 **Author's Note:** Well then…wasn't this a fun experience for Peter? Heh…but really though…sand? Peter has a lot on his mind lately *sweat-drop* And to let you know, I'm not following the previous movies of Spider Man (yes that includes Spider Man 1, 2 and 3 followed by The Amazing Spider Man 1 and 2) And yes, in my timeline, Alistair Smythe is still in charge of his Nanobot lab WHICH everything will be explained in the third book. So please hold your opinions until book three comes out and then you can unleash your opinions XD so yeah…oh and I've done research for Oscorp and Osborne Industries and it had been stated that they are the two same companies—I'm assuming Osborne Industries had been changed to Oscorp later on. What happens next? Find out! Toodles!


	5. A Friendly Experiment

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Master Skywalker 121 for following me as an author.

* * *

Chapter five: A Friendly Experiment

"Alright, up you get. I guess Spiders aren't for everyone."

Peter groaned as he was finally getting back to normal. He winced and flickered his eyes open only to meet with a blurry vision for a brief moment. The eyesight was eventually cleared and two heads came in his view.

"Peter, are you alright?" it came from Michelle.

"Sure…" he muttered as he pushed himself up, leaning against the balcony.

"Here's water," Curt said, handing a cup of water. Peter took it and took a gulp which relaxed his muscles as he felt the cool liquid going through his body.

"What happened?" Peter quizzed.

"We…would be hoping that you would know the answer," Dr. Connors answered. "But I guess not. Tell me, what do you remember before collapsing?"

Peter shrugged and racked his brain for an answer. He found nothing and so he tried to describe the situation to the best of his ability.

"Well…all I know is that my skin felt cold, everything was spinning and then, well I guess you know what happened next," Peter explained while he motioned his hands towards himself.

"Alright then; not much to go on but all I can say is to drink the water. You will feel better. It's possible that you were probably dehydrated. I will call Stark to have him pick you up—"

"Er, no. Really, it's fine. I'm fine. See?"

As to prove himself, Peter got up but failed miserably when he awkwardly stumbled forward but he used the rail for support. Michelle stared at him with a small frown. There was something going on around Peter.

"Yes because you totally have us convinced," Curt stated as he watched Peter stumbled.

"Wait," Michelle spoke. "Stark? As in Tony Stark?" she asked, eyes wide. She turned around to face Peter again. "You know Tony Stark?"

"Not now," Peter mumbled.

"Now, you wait here while I go reach the phone. I want you to be safe, Peter," Curt said as he went back to the lab.

Sighing, Peter watched Connors walking back to the lab and once he was out of sight, Peter mumbled to Michelle.

"Come on, let's go."

"But—"

"Please Michelle. I really don't want to face Tony right now."

Michelle sighed while Peter started to walk away until he was out of sight. It wasn't long when Dr. Connors came back only to have a confused look as he stared at Michelle.

"Where did he go?"

She pointed to the right, earning a small disapprove shake of nod from Connors.

"Well then. Can you make sure that you gets home safely? It would do…wonders for me."

"Sure, Dr. Connors. Thank you for today. I really appreciated it."

Connors smiled. "Not a problem. Now, off you go."

* * *

Peter walked out of the building. In all honesty, he was a bit woozy but he didn't want anyone to fret over him; he can take care of himself. While he was walking down the path, he heard a voice calling his name out.

"Peter. Peter, wait!"

Peter didn't bother to turn around as he knew that it was only Michelle. However, the boy stopped, deciding to have Michelle catch up with him.

"What do you think you're doing? Wandering by yourself. You've just fainted; you could faint again."

"Really, I'm fine. Fainting was only…temporarily. I really do feel fine."

Michelle sighed. "What is up with you, Peter? When we went in there, you were all excited but then we entered the Spider room and things went downhill for you. _Then_ , you started to act all weird whenever Spider Man was the topic. What aren't you telling me?"

Peter pursed his lips, knowing that he can't tell who he really was. He didn't have much of a choice other than to lie which he hated.

"Trust me, Michelle. If you knew what I really was…you would react differently around me."

Michelle tilted her head to the side, studying Peter who was looking at the ground, kicking a small pebble at the ground. He really was strange but either way, Michelle wanted to know why and of course, she wouldn't know the answer since Peter wasn't telling him anything. What was he hiding?

"Well, alright. If you're going to be a hard-headed child then fine. I suppose we should get going."

Peter gave her a quick smile. "Thanks,"

Nodding, Michelle reached the edge of the street and looked left and right. When the street was clear, Michelle started to cross the road to reach the other street. Peter was about to cross the road but there was a tingling sensation which made him shout at Michelle who was halfway across the road.

"Michelle! Wait!"

As if on cue, there was a speeding car that just turned around the corner and it didn't seemed to stop. Eyes wide, Peter cringed as he had to somehow use his webs since there was no way he could make it there on time without someone being hurt. Inhaling, Peter used his web rush mode and the web got attached to Michelle's back. Michelle barely had the time to register what got stuck at her back since the next thing she knew she was pushed down to the sidewalk, away from danger just as the speeding car came. The car narrowly avoided them.

Michelle gasped but before she could talk to Peter, Peter was already out of sight as he had used his web to sling towards the truck. It was a tricky move and he hoped that Michelle didn't notice anything but he had a gut feeling that she did saw a glimpse of white string from the corner of her eyes.

"Peter! Peter!" Michelle exclaimed, whipping her head to the side only to find him missing.

"Where are you?"

However, as Michelle scrambled up, she started to jog down the street to search for Peter but it wasn't even a few steps since she heard something—a low growling sound that made her turn and gave out a scream.

* * *

Peter struggled against the rapid car who swerved left and right as though it was trying to shake him off. He was lucky enough to change into Spider Man when he had the time but a troubling situation began to bother him.

How was he going to come up with a good enough excuse to throw Michelle off his trail?

He was sure that Michelle saw something.

In the form of Spider Man, Peter crawled at the side of the truck to reach the front. He tilted his head to the side as he saw thugs who seemed to be unfriendly. He gave a small wave.

"Uh, hey guys. What's up?"

Roaring with surprise, the driver sharply turned the truck when it had the chance. Peter shouted out with exclaim as he gripped tightly at the rear mirror before he went back to the front.

Just as Peter began to use his web to gunk up the window, the passenger peeked out from the window but what had he carried caught Peter's attention. It held a medium-size gun and then, he pulled the trigger. Luckily, Spider Man leaned backwards, letting the bullet fly past by him before he used his web shooters to grab the weapon.

"No weapons for you, mister!"

Not too far, sirens were heard as Spider Man resumed covering the front window with his webs.

"Ah, my friendly friends are here."

"Damn it! I can't see!" the driver yelled, driving blindly.

"Hey uh is there something on your window? You might want to get rid of it," Spider Man pointed out.

Raging, the man unexpectedly made a sharp corner and Peter barely had the time to grab the edge since he flew out of the spot.

"Woah!" Spider Man exclaimed.

He used this flight to throw the vehicle up in the air so that the truck was now stuck to a large web which Spider Man created. Spider Man landed on his feet, sliding a bit before he came to a halt. Just in time too since the police sirens were coming closer and closer until they were in sight.

Spider Man bowed. "All in a day's work. No need to thank me."

One of the officers scoffed, scowling at the vigilante.

"It would be real nice if you could _stop_ letting them from being hanged from the air, wise guy," he growled, shoving past by Spider Man.

"Well then Officer…" Spider Man trailed down to the tag. "Watson. I could just simply let them go if you wish but of course, that wouldn't be in my bag."

Watson narrowed his eyes. "Are you mocking me, kid? We should put you behind bars."

"Who are you calling a kid? I just helped you capture criminals, I think you should be a little bit more grateful—"

However, Spider Man didn't get the chance to finish his sentence since all of a sudden, the ground began to shake and the officers turned around to face the web crawler who put his hands up.

"Don't look at me. It's not my doing."

Without a warning, something jumped from the ground which made a powerful blow to Spider Man who went swinging into the air, giving out a shout. The police instantly got out their weapons as voices from the cops were heard.

In front of them, a massive unidentified object started to form; dirt and small rocks swirled around its body until they shaped a face. The nasty brute made a loud terrifying roar and one of the cops yelled.

"Fire!"

Bullets came, all shooting at the target but it did little effect. Spider Man released his web shooter that got stuck to the top of the street lamp, swinging forward in an attempt to knock the fiend down. But like with the bullets, it did little damage since all the beast did was stumbling backwards, causing some destruction. Spider Man flipped through the air, doing a free fall before he landed on the ground, being to the other side.

"Yeah!" Spider Man cheered before he instantly widened his eyes. "Oh no…"

The humanoid creature raised its mighty fist, bringing it down to the intruder. Spider Man quickly released his web that got latched at the sandy beast, swinging away just in time as the large hand slammed down at the ground. Spider Man grunted as he swung around the body, hoping to bring him down somehow. His web then got extended when Spider Man landed on the ground and he used all his muscles in attempt to bring him down.

Spider Man struggled as he felt himself sliding towards him.

"Hey! Ever heard the saying 'the bigger they are, the harder they fall?' Well, this is the part where you're supposed to fall!" Spider Man shouted but he gave out a sharp yelp but he felt something nick past by his shoulders before the object shot at the creature.

The beast roared, swinging his arms almost aimlessly and because he was in the way, Spider Man got smacked, having him fly backwards to a window.

He groaned as the tinkling sound of the glass came.

 _Man…this is not my day…_ he muttered before he swung himself out of the building. _Where the heck is Iron Man?_

As Spider Man tried different tactics, the cops got out different guns; some bigger than others. The cop aimed at the spot and when his aim was true, he released the trigger, sending the bigger blow. The brute roared heavily when there was a great big hole at the front of his body. Spider Man landed on a nearby mail box but as he looked at the hole, he narrowed his eyes as he thought he saw something in there.

It took two seconds for him to figure out what it was—it wasn't clear but a gut feeling told him to rescue it. Spider Man heard commotions from the police force and he glanced down to see the same officer was ready to fire.

"Wait! Don't shoot!" Spider Man exclaimed.

Realizing that they weren't listening, Spider Man used his web rush in order to reach the large gap. He landed in the opening and he used his strength to pull it out.

"Time to get you out!" Spider Man grunted, struggling to break the prisoner free.

Luckily enough, Spider Man just managed to pull the object out of the body just as the fire power from the cop's weapon was released. Spider Man flipped backwards, holding the item firmly in his hands before he fell clumsily to the ground and the power from the police's weapon made contact with the brute.

Again, the fiend roared from the heavy impact; this time, his arm being demolished. And because of the blast, the arm exploded, sending a large puddle of sand to fall down. Spider Man widened his eyes as he quickly went on top of the being so that the sand fell on him instead of the figure.

"Ungh…it's going to take out weeks just to get the sand out," Spider Man muttered and had his eyes trailed down before letting out a gasp of surprise.

There, on the ground, was a familiar person who seemed to be unconscious.

"Michelle!" Spider Man cried out. "Hey. Come on, wake up!"

While he was performing the CPR, Spider Man wasn't aware of the beast who was refilling his gap and rebuilding his arm. Due to the attacks, Spider Man was forced to move out of the way, dragging Michelle with him until they reached a safe place.

"Michelle, wake up!"

However, Spider Man saw a shadow that loomed over him and he turned around to see the beast, ready to make another impact. Spider Man held his arms in front of his face as a shield. The brute's fist started to lower down but before it even had the chance to smash, two powerful forces collided against the beast, forcing it explode into millions of sand puddles.

Spider Man lowered his arms and he saw Iron Man who was floating above the police force, lowering his arm.

"Sorry about the delay."

Letting out a sigh, Spider Man glanced down at the ground and noticed the sand. Eyes narrowed, he grabbed a handful of sand and wrapped it around in a cocoon of web. However, there was a startling gasp which made the web crawler jump and he turned around to see Michelle waking up, coughing out sand.

"Michelle!" Spider Man cried out. "You're okay!" he exclaimed. Without thinking, he gave a hug.

Michelle blinked with surprise. "You didn't tried to kiss me, didn't you?"

Quickly withdrawing, Spider Man stuttered. "Uh…er…CPR…" he stuttered.

"What happened?"

"I was hoping you could tell me. How did you end up in…him…it?"

"I don't know," she answered as she shook her head. "I only remember some sort of growling and then…." she trialed off, widening her eyes. "Peter! Where is he? Is he alright? I think I might've left him back there. That thing could've attacked him!"

"Uh, that thing…I think you're referring to this guy," Spider Man motioned with his head and Michelle stared at the ground.

"Okay but where is it?"

Spider Man gave a confused look. "What do you mean where…" he trailed off when he saw the empty spot. He jumped from startled, staring at the ground. How can that thing move so fast?

"Anyways, I've got to find Peter. He could be hurt—"Michelle replied, scrambling up to her feet.

"But's he not. He's perfectly—oh for the love of," Peter groaned as he noticed that Michelle was already gone.

"Great. I can't even get a girl to stop running away from me," Peter mumbled as he web-sling from the spot.

* * *

Tony narrowed his eyes as he was staring at the screen that was performing its function. There was Peter who seemed to be looking around, staring at odd objects that were lined up in a straight line on a shelf. He picked one up but from the voice of Tony startled him which made him drop the item, having the other items falling like dominoes.

"This could take a while Peter," Tony spoke while Peter was trying to fix the damage he done. "Why don't you call it a day? I'm sure you're exhausted after today's events."

Peter stopped what he was doing, leaning against the shelf casually when Tony looked up. If Tony saw the broken line, he didn't acknowledged it.

"Uh…I'm fine, I think. Trust me, I don't need another yelling or at least I think Aunt May will yell at me…"

Tony frowned. "What happened to the girl? Did you find her?"

"Yeah but I wish she didn't," he mumbled.

Tony gave him a knowing look. "Peter…"

He sighed. "She had a…colorful language when she saw me…wasn't pretty, really."

"Well then…if I was in her place, I would probably yell at you too."

"Thanks for the moral support," Peter muttered, scowling a bit. He paused. "Hey uhm…you don't happen to have a copy of the Daily Bugle, do you?"

"As a matter of fact, I do."

Tony then moved to another spot where he fiddled for the keyboards for a bit until they popped up in the air as holograms.

"You know, I must say…I'm really not a fan of Jamieson's work."

Peter stared at him. "You too?"

"Yes. He's an annoying arrogant writer. In all honesty, I wouldn't waste my time reading on this garbage."

The boy stuffed his hands in his pockets, reading the articles that were listed. "I know but this keeps me updated on the news and stuff."

"Hmm…"

While Tony was staring at the analysis screen, he suddenly had a thought in mind.

"Oh by the way, when you have time, drop by at the Stark Enterprises. Happy is er…happy about something when he contacted me."

Peter grinned. "Nice pun but sure."

The boy resumed glancing at the articles, flipping through them until a story caught his attention. Curious, Peter zoomed in and he began to read. Eyes wide, he swiftly flipped through page after page, collecting the information in a rapid speed until Tony's voice called out, snapping him out of his trance.

Peter looked up, looking slightly frazzled.

"What's the matter with you?"

Peter blinked. "Nothing…it's just…" he looked down then looked up. "The article…have you read it?"

The boy quickly swiped back to the first page of the mysterious headline that read:

 _ **MYSTERY AND DISAPPERANCE**_

"There were people who all of a sudden went missing right when this…creature…this thing appeared. What if there's a connection to the sand creature?"

" _Peter_ ," Tony sighed. "You need to stop yourself."

"But—"

"Even if these recent disappearances comes whenever the sand monster appears, how can we prove it? We need to collect facts, Peter. We need to gather all the data we can and from there we can make a connection. It would be unwise to jump into a situation where you don't have any evidence to prove it. You need baby steps, Peter. Work your way from the bottom to the top."

Peter sighed, slumping at a nearby char. Maybe he does need to relax. After all, his mind is feeling way too frazzled right now; he can barely tie up his thoughts properly.

"I'm just worried…"

"We all are."

"I was just too busy that I didn't even know these disappearances were happening," Peter sighed.

There was a small silence until Peter broke it.

"Does that make me a terrible hero?" he spoke quietly.

In an instant, Tony narrowed his eyes as his expression changed.

"No. Absolutely not. We all make mistakes and it's almost always impossible to stay on top of things when you're a hero but that does _not_ make you a horrible person. Even I made a mistake—a terrible one."

Peter raised an eyebrow. "You? No way."

"Yes way. And I've got proof…well at least, half of it anyway. See, as a child, I was sort of an oddball…kind of like you. I took things for granted, always cared for fame and wealth, rubbing my success to everyone who I meet. But that's all a part of being a human. We're all humans here and you, Peter, when you go out there, you need to be careful. Don't do stupid things. Don't be foolish. Think things through, alright?"

"Alright…" Peter mumbled which earned a soft smile from Tony who placed his arm around Peter's back.

"Good. Now since the analysis is going to take forever, you go home and get some rest; you really do look like you came back from the dead—just a little joke," Tony cleared his throat. "Anyways and I promise you, if something changes, you will be the first one to know."

 **Author's Note:** Ahhh, I just love Tony's and Peter's relationship 3 but I'm still depressed that they're going replace Iron Man/Robert with someone else T_T like can any one more perfect than Robert for Iron Man? /sigh/ but anywho, I'm gonna end it here and let you guys figure out with these disappearances ^^ toodles!


	6. Murders and Disappearances

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Master Skywalker 121 for reviewing the story. Thanks to Spiritual-Sister for reviewing the story. Thanks to Phoenix X 2 for favoring the story.

* * *

Chapter 6: Murders and Disappearances

A dragging noise was heard like the sound of sandpaper cutting through something. The substance eventually formed into a humanoid creature—the one that was causing mayhem around the city. The creature where Daily Bugle decides to give a name.

The Sandman.

The Sandman narrowed its eyes as he stared at the house that was across from him. Dragging his feet, the Sandman went across the road and reached the door. He knocked heavily which earned footsteps from inside, coming towards the entrance.

"Coming!" the voice from the inside spoke. The person opened the door but when she did, she looked up only to give out a scream.

* * *

Peter frowned as he read through the Daily Bugle newspaper. So far, four people had been missing and the kidnapper left nothing but sand. He was right, after all. He was sure that this…creature…this Sandman—as how the Daily Bugle now calls it—had connections with these sudden disappearances.

But the question was…

How was the Sandman going after these people?

"You're still reading the Daily Bugle?" Ned asked, scooting towards him.

It was lunchtime and the cafeteria was crowded with chattering students while the lineup for food was to the other side. All the white tables that were scattered throughout the hall were filled with people.

"Helps me keep updated. This is the fourth person that went missing," Peter responded. "What does the Sandman want with them?"

Ned shrugged. "I don't know. I'm not a bad guy—I wouldn't know how they think."

"There's Parker," whispering voices announced which gained Peter's attention.

He glared when he found out that it was Flash and his gang, walking towards him.

"Hey Parker!" Flash shouted. "I heard you fainted."

Kong pretended to faint since he moved his hand in a fainting motion. The rest of the gang sniggered. Peter diverted his attention away from them.

"How did they know I fainted? Michelle and I were the only ones at Oscorp."

Ned shook his head. "Ignore them. They're bunch of pricks anyway."

But as Peter resumed skimming through the articles, there was a certain piece which got him riled up, making Ned jump with startle.

"What?!" Peter roared with anger. "That's absurd! Listen to this: _In the recent attack with the Sandman, it had been showed that everyone's most favorite superhero was incapable of handling such a creature. Many people believed that it's best to let the police force handle this troubling situation._ This is cruel! I'm trying my best here…"

"What do you expect from people though? After all, you're only human…er…half human. Not even you can do all of it," Ned replied.

"I defeated the freakin Vulture a few months back. Surely, that's _enough_ to let people trust in me just a bit more."

Ned shrugged. "That's why I keep telling you not to read Daily Bugle. Jamieson's garbage."

Peter sighed. "I know…" he mumbled, ruffling the paper before he rolled it.

"By the way, how's Michelle doing?" Ned asked.

Peter shrugged. "The last time I saw her, she was badly shaken and now…she's not talking to me."

"Of course she isn't," Ned muttered. "No offence but you have got to have the worst luck with girls—I mean, you can't keep a girl from running away from you."

"Thanks, Ned. Thanks. Now shall we?"

Ned sighed. "I suppose so…I'm really not looking toward Math."

"Aww, come on. Math isn't so bad," Peter said as the two walked away.

"Sure, whatever you say."

* * *

Spider Man released his webs, attaching them to the window before he used it as a sling shot to get to the higher part of the building. He crawled to the side as he saw an open window, allowing him to enter in before he resumed web slinging across the halls until he reached his destination.

He walked towards the room and stopped when he saw Tony who was talking to the next person in a heated discussion. Peter walked in further, hearing the arguing voices.

"…but we can't go in blindly, we have no proof. We need evidence, Hogan…"

The person, Happy, was about to speak when he felt there was another presence in the room. He lifted his head up to see Peter, staring at them. Seeing the pause, Tony stopped what he was doing and looked to the left.

"Ah, Peter. So glad you could join us," Tony spoke.

"Hey…" Peter shifted eyes to Happy and gave a short nod as to indicate that he had acknowledged Happy was here.

"Is something wrong?" Peter asked, referring to the discussion.

"No. No, nothing's wrong. It's just some…adults' problem. It's really quite boring—wouldn't interest you. Anyways," Tony responded as he changed the subject. "Glad you actually came here since Happy here had developed some new gadgets for you."

"Really?" Peter asked as his curiosity peeked.

Happy smiled, knowing he gained the young one's interest and he went towards a table and picked up a small round object. He opened his hand once Happy faced Peter again and the boy stared at it with a curious look.

"This is what I like to call Spider Traces," Happy answered as he handed the small device to Peter who took it, allowing him to examine it.

The device was small and red, taking the shape of a spider, with legs for aerodynamic flight.

"Its purpose is to track down the enemy once you put it on them. Once it is on, you can trace the signal. What's really cool is that this device allows you to follow the signal through your spider sense, allowing you to know if you are in the proximity of the tracer. However, if say, the tracer got attached but the enemy went somewhere far, you will lose the signal, letting the tracer become useless."

Peter grinned. "That's really cool. This would help out a lot for this situation. Is it working?"

Happy nodded. "Of course. Use it at your own pleasure."

"Just…don't do anything I would do," Tony replied as he gave a small wink which made Peter shift awkwardly in his spot, staring at his mentor.

"Why would I want to that? Argh, Tony," Peter complained.

Tony chuckled. "I'm just kidding. And before you go, we did found some things based on the sand you gave us."

Peter's expression fell as it turned to a more serious one. "What is it?"

"This sand is actually a _part_ of him. His body is literally is own weapon," Tony reported, making Peter be a bit perplexed.

"But…but how's that possible? How did this Sandman _gained_ this ability? Surely, something gave him those powers. One person couldn't really be born with them."

"From the data and research we've collected," Tony started as he went to the screen and pulled out some images so the holograms appeared in the air. "It appears that this er…person got the powers from an accident—at a remote testing facility that was filled with radiation. Behind all of this sand is an actual real live person—Flint Marko. The only reason why he's doing what he's doing was because at that time, he was unemployed and needed to pay treatment for his daughter who had cancer. He led a criminal life and things sort of went downhill from there."

Peter suddenly felt sympathy for this villain. Perhaps, under all of that sand, he truly isn't a villain—just misunderstood.

"But…isn't there another choice?" Peter asked. "Do you really have to go that bad when things are terrible?"

"That's the crime of life, Peter. Sometimes, in order to do the things you _need_ to do, you've got to make some choices and sometimes the options you make aren't very smart at all."

"The Sandman wasn't really a bad guy though."

Tony made a faint smile. "No one said life would be easy. Now then. I'm going have to kick you out early. Happy and I…got some things to discuss between certain members and _you're_ not part of that group just yet."

Peter pouted. "So…when will I become 'part of this group'?"

"When you're older," Tony replied, wrapping his arm around Peter's shoulder. "Just not now. You already have enough on your plate. And besides, Aunt May is probably worried about you."

"Yeah…" Peter mumbled, being slightly disappointed about not being able to join Tony's 'secret group'…whatever that was. In light of what he had just found out, Peter was happy about one thing.

He was able to keep the new device of what Happy had made.

* * *

Peter sat on the edge of his bed, being deep in thought, not hearing the radio. He was still unnerved about what he had found out about Sandman. He really wasn't a bad person…just some unfortunate bad luck.

"… _10-31…crime…"_

Peter snapped back to reality as he stared at the radio.

" _We got a 10-31 crime. Suspect appears to be made out of sand."_

Peter narrowed his eyes as he got up, unzipping his sweater to reveal the blue and red suit. He pulled the mask on but and landed on the window's ledge but before he got out, he turned his head to the side, glancing at the new device Happy gave him and then he released his web shooter, pulling it towards him.

It might come in handy.

He then flew into the evening sky, zipping building after building until he reached the destination. Once there, he saw that the area was covered by several police cars; few of them were questioning the witnesses of what they saw. A small number of buildings nearly got destroyed as some of the sides got demolished from a heavy impact while there was another structure that appeared to be smashed almost completely since there were bricks scattered throughout the ground.

Spider Man flipped through the air before he landed on his feet, staring at the mess.

He stepped over the piles of rubbles that were from the building. How can someone do this much damage?

"What happened?" Spider Man asked.

"Eh, what's it to you?" a gruff voice from Officer Watson spoke.

Spider Man narrowed his eyes. "This business is much as mine as it is yours. People trust me. They put their _faith_ in me."

Watson scoffed. "Yeah sure. I can totally see the Daily Bugle is giving you the royal treatment. Go back to school, kid and leave this to the professionals," he gave a small grunt. "If I wanted to, I would've turned you in already but our Captain decided against it. Don't know why but he puts his faith in _you_."

Spider Man growled softly, slightly glaring at the officer. But at the last sentence, behind his mask, he gave a softened expression, staring at the officer with a slight confused look. Why would the Captain trust him? He then turned his attention to an overwhelming witness who was covered in dirt. She had a blanket around her as though to comfort her from the rough scene she endured.

"Excuse me, ma'am but if I may…What happened here?" the vigilante asked.

"It came too fast…" the woman spoke in a frightened tone with her eyes being wide. "I…I don't really know it myself…all of a sudden, I saw a shadow looming over here…"

As she spoke, somewhere in a nearby corner, a mysterious shadow started to walk behind the walls. Spider Man suddenly shivered as he felt a tingling sensation coursing through his body and he slightly turned his head to the side, eyes narrowed as he stared at the nearly demolished walls.

 _My spider sense is on…but there's no one there…?_

"You wouldn't believe it. He had no eyes, the ground began to sink…"

And then, the ground away from Peter began to crawl as though it was coming to life, having a mind of its own.

"And…it _came_."

As though right on cue, the ground suddenly became alive which made the woman scream with horror as Spider Man all of a sudden felt something strong wrapping around his neck before he got harshly thrown to the damaged wall.

Spider Man groaned as he tried to get up, glancing to the side just in time to see dirt and sand forming to the humanoid creature.

Spider Man saw the woman scrambling up from the corner of his eyes before he too got up to his feet.

"Sandman," Spider Man spoke, lifting his head up to see the large creature.

The beast gave out a might roar then turned its attention to Spider Man who widened his eyes.

"Oh boy…I think this is a fine time for me to…run!" he exclaimed, instantly shooting his webs to get out of the harm's way.

Spider Man continued to zip around in hopes to confuse the brute but it was futile. Unfortunately, the web crawler painfully got smacked by the arm and went flying across a few walls before he roughly crashed on the ground.

 _Man, is it just me or did he suddenly become stronger than before?_

Peter coughed from the dust that went into his mouth. His suit, needless to say, was covered in dirt and small tears were slightly shown in the suit. He looked at the creature before having a thought in his mind, trying a different tactic.

Maybe fighting him wasn't the answer.

Going with that, Spider Man released his webs to get out of the spot and went higher in order to actually face the Sandman.

"Flint! I know why you're doing this. There's another way. You don't need to this," Spider Man called out as he grunted, his body being sore from the impact he had received earlier.

"No…one understands me!" the Sandman spoke in a deep rough voice.

Spider Man gave a blank look as he stared at him. "Woah, you can speak? Uh, I mean of course you can. You were a human before," he muttered the last sentence.

He then resumed web slinging around, trying to get the beast's attention.

"I do. I understand what you're going through. I know you have a daughter with cancer and you want to do anything to save your little girl."

Sandman briefly stopped what he was doing, captivated of what this young hero has to say.

"You don't have to do it this way. There is help," Spider Man continued and he extended his hand out. "I can help you but you _need_ to trust me."

For a brief moment, Spider Man felt a flicker of hope rising in him as he saw the Sandman looking at his hand, being tempted. It was as though he _wanted_ Spider Man's help but something was holding him back. But then, Spider Man's slight hope was shattered when the beast's face turned to a frown and he snarled.

"You lie," he spat. "There's no help for me."

And then, bullets from the side came, shooting at the fiend.

"Wait, no stop!" Spider Man shouted.

Angered and hurt, the Sandman swung his deathly arms around and brushed the police away as though there were nothing but mere insects who were in his way. Spider Man landed a few meters away from the police. It wasn't until then that more police came, this time holding a firehose.

"Stop. Don't engage!" Spider Man cried out.

But it was too late.

The firehose got unleashed, sending huge amount of water at the beast who roared, feeling its sand dissolving away. Spider Man's cry was faded in the background and the last thing the Sandman saw before he disappeared was Spider Man.

* * *

It was late in the night. The once active scene faded into silence. It wasn't until then that something began to form once more. It was small and it seemed to be born from the deformed pile of grime. Slowly, it had enough power to be able to make a small distorted figure but it was weak. It needed something to be fueled.

And then, the pile of dirt began to drag away into the unknown…

 **Author's Note:** Aww, I actually feel bad for Sandman :3 but I hope that this chapter was a bit dark; I'm planning to make the books to be darker as we go on so that should be fun. And Peter didn't get the chance to use his new gadget because of the police :3 Oh and 10-31 is a police code which means 'crime in progress'. What happens next? Find out! Toodles!


	7. The Wrong Trails

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to DiceOfDeath for favoring and following the story.

* * *

Chapter 7: The Wrong Trails

Heavy clouds of grey swirled overhead, indicating that it was going to rain. People began to run for covers as the gloom swept over the city.

"It looks like it's going to rain," Aunt May spoke as the two sat on the table, eating dinner.

"Yeah…" Peter replied as he stared at his plate of food.

Aunt May frowned. "Is something the matter? You haven't eaten or touched your food at all."

"I'm fine. It's just…" Peter struggled, wondering how to ask without revealing what he is really doing outside of school. "If you really care about someone, what lengths would you have to go to save that someone?"

Aunt May stopped what she was doing and glanced at her nephew. She studied him especially his expression which was written with sadness…? She frowned.

"It depends on what the situation is. They would go to any lengths to save someone they love. Peter, if this is about your parents—"

"It's not. It's just…" Peter sighed. "I don't know how to explain it."

"Well whatever it is, sometimes people tend to choose love over the darkest of times. Just because they went bad, it doesn't mean that most people don't have a heart. Now eat. You're starting to be skinner than usual."

Peter grinned sheepishly as he began to eat which in all honesty made him feel a bit better. After dinner, Peter went upstairs—even though he's a superhero, he still got homework…and that damn project what he and Michelle had to do.

But as he stared at the endless texts from his textbook, his mind was somewhere off, making him unable to focus. He pulled out the new gadget what Happy gave him and fiddled with it, being in thought. He hadn't got a chance to even use the object like he wanted to. If only the police heeded his order then Peter would've had the chance to find out where the Sandman was living and he would also be able to figure out his next move.

Sighing, Peter blinked as he finally snapped back to reality and stared at his homework.

He really needs to finish it.

* * *

"I'm telling you, Liz, there's something odd about Peter. I know he's keeping something," Michelle spoke on her phone as she decorated the words for their project.

Michelle could hear Liz giving out a small disbelieving scoff. " _There's nothing odd or strange about him, Michelle. I think you're spending too much time with him."_

Michelle rolled her eyes. "Well I can't really do anything about it considering that he's my science partner."

Liz sighed. " _Well then…what makes you so sure that Peter's hiding something?"_

"I don't know…it's just that…when I was nearly run over by that truck, Peter wasn't even with me. He was still on the other side and he somehow miraculously moved fast enough to move me out of the way. He's not even athletic. And when we went to Oscorp, he started to act all weird around the spiders."

" _Maybe he's arachnophobia? Like that's a really common fear. Maybe you're overanalyzing things. If you're so sure, why don't you confront Peter about it?"_

Michelle sighed. "I suppose although I doubt he would give me a straight answer. Anyways, how are things with Flash?"

" _He's alright. There's nothing really new; we did went to see a movie. We're basically doing what normal couples do."_

Michelle smirked. "Flash's normal?"

" _You're cruel."_

Michelle laughed. "Sorry but he's kind of annoying. Anyways, I have to go and finish this project and I would probably have to ask Peter to see where he's at. See you at school tomorrow."

" _See you."_

As Michelle placed down the phone, she stared at the words that were across the poster. Maybe she should confront Peter.

* * *

The next morning, Peter found himself in school, taking out the books he needed for his first class which was History. It wasn't that the class was boring, it was just that Peter felt like he had no energy at all. Something was draining his energy and therefore, he barely had the motivation.

As he closed his locker, Peter made a small startled jump when he saw who it was at the side.

"Michelle!" he hissed at the unexpected visit.

She smirked. "Nice to see you to. Anyways, I've come to ask. How far are you in the project?"

"I'm almost done my part. I've got the research part done. Now I just need to make it look presentable. Want to do finish the rest over lunchtime?"

She nodded. "Sure."

"Alright."

Michelle grimaced as she saw Peter beginning to walk away.

"Wait, Peter!"

Peter stopped walking and he turned around, seeing Michelle awkwardly fidgeting in her spot.

"Well…er…not really sure how to say this but I can't help but to think about the day where you saved me from the truck. I mean, no offense or anything but you're not exactly athletic so I'm just wondering…how did you get to the other side so quickly? And at that time, you were acting odd around the spiders so I'm also…heh, wondering if you're well Spider Man or you're just really afraid of spiders…?"

Peter dropped his books when she mentioned Spider Man though that only made Michelle stare at him with a befuddled look.

"Sorry, sorry. Just a bit clumsy," he muttered. "I'm neither. I can't do half the things Spider Man can. I would be screaming my head off if I was web slinging around the city—sorry to disappoint you. And I guess I'm just uncomfortable around spiders especially those pincers…"

Michelle frowned. The way he said it, it seemed a bit off…

Peter hoped that what he said would be enough to convince her and to throw her off his trail. If she did find out who he really was, that would create conflict and chaos and he didn't want that.

"Well…alright," Michelle finally spoke even though she didn't bought Peter's answer.

Peter let out a small sigh of relief "Well, uh great. So uhm, I'm going to head for class. Er, bye."

There was something going on around Peter and she was determined to find out what it is.

Perhaps this was one of the worst days Peter had ever had. All through morning and afternoon, his mind was completely out of focus and he got called on the teachers at least three times and because of this, it earned a remark from Flash.

"What's the matter, Parker? Losing focus because Ned's not here? You never did had a brain to begin with." he grinned nastily which earned a few snickers from the class.

Not wanting to have another detention, Peter merely rolled his eyes and muttered as he pulled his books closer to him.

"Hilarious," Peter muttered.

Though this earned a glare from Michelle.

"Buzz off, Thompson. Parker's way smarter than you are."

Flash sneered. "Aww, defending your boyfriend are we?"

Michelle quirked an eyebrow before she brushed him off.

But maybe Flash was right. It seemed as though that Peter's mind was entirely elsewhere. Or maybe the fact that the weather was still gloomy and it made Peter drowsy. Either way, Peter couldn't focus.

Last night's rain was really heavy and Peter was actually glad that he didn't went out as Spider Man. He usually made his rounds around the city just to make sure that everything was okay. The only reason why Ned wasn't here was because he was sick.

It's funny though as Peter realized. It seemed as though that Ned was the only person that could keep Peter be actually focused. To top it off, Peter still thought that he hadn't entirely convinced Michelle that he wasn't Spider Man and he may need Tony's help. The gloomy clouds still hung in the sky and they looked like they didn't want to go away anytime soon.

By the time lunchtime came, Peter was usually eager as this was his favorite part but now it seemed as though that this period has lost its meaning. Michelle decided that it would be better to meet at the library which was where they were. They found themselves sitting at a table at one of the corners.

The two took out their papers and other things that was needed for their project so they could finally finish it. This assignment worth a lot of their grade so they really hope they would get a good grade.

As Michelle was putting the things on the poster, Peter's gaze trailed off somewhere else and it landed on a boy who seemed to be struggling with an object. Peter recognized him as Gage—a tenth grader. Curious, Peter stared at the boy only to see him give a sigh of frustration.

Interested to see what he was building, Peter walked towards him and stared at the object though the appearance of the item startled him with surprise. It was a web shooter and he couldn't help but to grin.

It was good to know that there was a Spider Man fan out there.

"Er, what are you making?" Peter asked and the poor boy jumped with startle.

"Oh…I—I didn't see you coming," he spoke. He glanced at the object only to sigh. "It's a web shooter—you know the kind what Spider Man has…well at least that's what I'm trying to do. It has the looks and all but I just can't get it seemed to shoot things; I've placed strings inside the hole…you know…for the webs."

Peter had a thoughtful look before he spoke. "Do you mind if I take a look at it? I might be able to help you."

Nodding, the boy handed the item for Peter to examine it. Needless to say, as Spider Man, Peter was impressed. It was almost identical to his. The only thing that was different were the designs, shape and color.

"What is this for?" Peter asked.

"It's for a project I have for a class," the boy stated. "I thought it would be cool to make something what Spider Man has."

"Well, it's really quite impressive. I'm sure if Spider Man got to see it, he would be impressed," Peter stated as he inspected the object. He smiled a little when he spotted the mistake. "You got everything right but it's just this elastic band that's in the way. Can I…?"

The boy nodded.

With a few repairs, Peter fixed the object and he placed down the item.

"Now it should work. May I?"

"Sure."

Peter pressed the button that was on the top and almost as quick as lightning, the web-like string flew out of its spot, latching onto a book before it swung the book out of its place. Peter and the boy followed its trail and saw that the book struck at Michelle's face which made Peter cringe.

"PETER!" Michelle nearly yelled at the top of her lungs.

"Er…I think there are still some adjustments that needed to be fixed," Peter replied, shifting sheepishly in his spot.

The boy grinned. "Thanks."

"No problem. Hey, I'm Parker. Peter Parker."

He smiled. "Gage. You're that kid who always gets into trouble, right?"

Peter scowled slightly. "I wouldn't say _always_ ," he muttered. "Anyways, got to go before my project partner yells at me."

With that, Peter walked back to the table only to meet a glare from Michelle.

"Was having that book hitting me necessary?"

Peter grinned sheepishly. "Sorry; wasn't my intention."

Michelle snorted. "I'll bet."

He paused. "Now…where were we?"

And the two resumed working on the project. As Michelle glued the spiders and the webs, she suddenly had a thought.

"You know what would be really cool?" she asked.

"What?"

"Having real spider webs to stand out more."

Peter tensed but agreed nonetheless. "Yeah but where would find real spider webs?"

Michelle was about to speak until a voice called out.

"Michelle, is that you?"

She perked up to see one of her friends who was blonde and had green eyes. She squealed.

"Marie! It's you!" Michelle exclaimed, getting out of the chair and hugged her friend. "Peter, I'll be right back."

"Right…"

Peter watched the two girls walking away until an idea came to mind as he stared at the poster. He glanced to the side as he made sure that no one was watching. When it was clear, Peter stuck his hand out and formed Spider webs. It was a risky move but the idea of having real spider webs really did looked cool.

But as he did that, a group of three boys came into the view, unaware to Peter and one of them had a sneer which belonged to Flash.

"Oh look—there's Parker," he sneered. "It looks like his girlfriend left him."

Kong laughed stupidly until a frown went on his face. "Hey…what's coming out of Peter?"

Flash gave a raised eyebrow, staring at him with an incredulous look. "Are you stupid or something? Parker's a human—what makes you think that something's coming out…" he trailed off when he saw what Parker was doing.

He widened his eyes when he saw what it looked like webs or strings coming _out_ of him. His jaw tightened at the discovery and clucked his tongue.

"Well what do you know…" he muttered. "Boys, it appears that Parker kept something big from us and I think we deserve to know what it is."

"What's that?" Ralph asked.

Peter grinned as he upgraded the project. It looked by far better than it did before and it really did outstood but while Peter was admiring the poster, all of a sudden, he saw a shadow looming over him. He turned around only to scowl when he saw Flash and his goons.

But the thing that troubled Peter the most was Flash's nasty sneer which made him edgy.

"So…" Flash started. "When were you going to tell the school that you're Spider Man?"

* * *

A pile of sand dragged itself sluggishly, out of energy. It weakly narrowed its eyes as he stared into the distance. He must reform himself back to his original form…to his _supreme_ form.

And make the people pay for what they did to him.

Especially Spider Man. He lied to him. He said he could help him but all Spider Man had him destroyed.

He's going to get his revenge…

In order to do that, the miniature version of the Sandman concentrated on its power before he successfully divided himself into two. In the meantime, he could his other half to distract Spider Man off his trial and attack him when he least expects it…

And when he does, that is when the Sandman will strike.

* * *

Peter tensed; his heart beat racing faster than normal as panic started to course through his body. Somehow Flash had discovered that he's Spider Man.

"Uh, no I'm not."

Flash rolled his eyes. "Don't be stupid. We saw something coming out of your hand. Tell me. What is it? Webs?"

Peter clenched his fists tightly. "It's _not_. I'm _not_ Spider Man and I never will be. I can't even do half the stuff of what he does. I'm not even athletic."

Flash snorted. "Yeah you're right. You're puny and pathetic. Me on the other hand…I'm smart and athletic. Girls today go for guys who are muscular, not some puny kid," he laughed.

It took every strength what Peter had to not throw Flash out the window and say it was an accident.

"In fact…I think it should be me to be Spider Man," Flash stated. Peter made a shaky laugh as a grin cracked through his smile.

"You? Spider Man? Yeah right," Peter snorted.

Flash's face got darkened, glaring at the boy in front of him. "I hope you realize that I could beat you down if I wanted to. That fight we had…that was nothing. A mere warm up."

"Uh huh," Peter rolled his eyes, already being tired of him. "If you're done of what you had to say, do you mind if you move along? Michelle and I got to finish our project…you know…the one that's worth a lot of our grade. The one where it's too hard for you."

Flash sneered. "Whatever. But I'll prove it that you're Spider Man. You better watch your back."

Peter glared as he watched group walking away just as Michelle came in with a frown on her face.

"What did Thompson want?"

"Nothing."

Sighing, she shrugged it off and once she sat back on her seat, her eyes widened with delight and she squealed, earning Peter cringe.

"Peter, this is marvelous!" she gushed. "Thank you!"

"Not a problem."

"But how did you do it?" Michelle asked, curiously.

"Er…uhm…I saw some spider webs back at the corner of the room. Mind you, this library is old too you know."

"Uh huh…"

* * *

"So…now Michelle and Flash thinks that you're Spider Man?" Tony asked.

"Yeah," Peter, in the form of Spider Man agreed, glumly. He was currently sitting up on a ledge from a window while watching Tony doing his things. Since Ned wasn't here today, Peter decided to hang around Stark Enterprises.

Tony made a disapproving look. "What gave away?"

Peter shifted awkwardly in his seat, debating or not if he should tell him. "Well uhm…do you remember when I told if you could arrange a small meeting with the Oscorp and Connors?"

"Yes…" Tony cautiously agreed. He had a feeling where this was going…

"Well uh…after our Spider Trip, Michelle nearly got run over by a truck and I uhm…I was on the other side of the road and uhm well…"

"Lemme guess. You used your powers to reach her in time so you can push her away," Tony concluded, giving out a sigh. "But how did Flash figured out you're Spider Man? From what you told me, he's not exactly the…brightest fellow."

Spider Man cringed. "It was during lunch time and we went to the library to finish our project…Michelle wanted to have real spider webs…"

"And lemme guess. You used your powers to create one."

Peter frowned. "Would you stop finishing my sentences?"

Tony shook his head. "Peter, you fool. You've got to stop doing those things. Sooner or later, someone _would_ actually figure out who you really are and that could cause problems. Do you not realize that they may tell the whole school?"

"Hey at least I would be popular," Peter joked but that made Tony give a small glare. Maybe joking wasn't the right time…?

Ton sighed. "As much as I would like to throw you out the window for being so reckless, I'll think of something to throw them off their trails. In the meantime, what did you make of the Spider Tracer? Did it work?"

"I never got the chance to use it. The police hosed it down with water."

Tony made a thoughtful look. "I do not think that the Sandman's really gone. I'm sure there's still a part of him lingering around. Remember, he could control the element. I'm sure there's still some sand left somewhere where Marko could create a new version of him."

Peter slightly slumped. "Do you think he would be powerful in this new form? What if I can't beat him?"

Tony made a small smile. "You've got to have confidence in yourself. It's how you beat Vulture."

"Barely."

"No one's an expert when they're playing heroes. Even I'm not."

"Yeah but you're more experienced than I am. You know how these things works."

Tony smiled. "Trust me: you will get used to it. Now then, off you go. Because of you, I've got more work to do in the Stark Enterprises. I'll let you know something's come up."

Peter smiled apologetically. "Alright."

The next day, Peter suddenly felt strange as he entered the school. This time, Ned was with him so of course, he hasn't gotten a clue as to why there were sudden whispers and rumors that were spreading throughout the school like a wild fire. Even the teachers were trying to hush the rumors as they didn't want it to get out of control.

"Uhm…have I missed something while I was out?" Ned asked, staring curiously at the student body.

"No," Peter replied bluntly.

Ned gave a suspicious look as Peter tried to go through the crowded halls, doing his best to ignore the looks.

"Right. Which is why everyone's staring at you as though you've grown a second head."

"It's nothing…" Peter replied, shifting awkwardly in his spot.

"Peter."

"Nothing—"

" _Peter_."

Peter sighed, slouching his shoulders. "Uh…I…uh might've accidentally, not potentially showed that I'm Spider Man."

Ned gave a stunned look. "You _what_? I thought Super Hero rule #1 was to _not_ show your identity?"

"Shh," Peter hissed, trying to keep a low conversation. Before he could finish his sentence, whispering voices came before they were turned to being loud.

"There's Parker."

Peter glanced over Ned's shoulder, clenching his fists when he saw Flash and his group. He had a feeling that he would do something like this…

"Thompson," Peter replied glaring. "What did you tell?"

He smirked. "Nothing much, I swear. Scout's honor," he chuckled a bit when he saw Peter narrowing his eyes. "Ease up, would you? Why, I could see the wrinkles on your forehead."

"Thompson," Peter growled.

Flash sighed. "If you really must know, you see, there's this rumor—"

"What you had made up—"

"—Is that you're Spider Man."

"I'm _not_."

"Then prove it."

Peter shifted his eye to the side to see a student among the crowd who had suddenly circled them, all wanting to know the truth.

Flash twisted a cruel smile. "Yeah Parker. Say it isn't so."

Peter let out a heavy sigh and the two seemed to be having a glaring contest. It wasn't until then that a voice spoke.

"Okay. It isn't so."

Everyone turned around only to gasp as they all had stunned looks, staring at the newcomer with wide eyes. Flash widened his eyes when he saw the visitor but this only made him rage.

"No!" Flash howled with anger. "I swear that Parker is Spider Man."

But no one heard him. Everyone was too busy to, scurrying to the superhero who casually took selfies with the crowd. Peter couldn't help but to give a smug but his smile instantly vanished when Flash turned around, giving him a nasty look.

"I don't know what your trick is but you sure don't fool me. I know what I saw."

With that, Flash angrily stormed off, roughly brushing past by Peter so he slightly stumbled off to the side. But as Flash went away, Peter let out a sigh of relief as a thought went into his mind.

 _Thank you, Tony Stark._

"Anyways guys. Gotta hit the road. Those baddies won't crawl themselves back to their cages," the fake Spider Man replied as he shot his webs out and vanished from sight.

"You're lucky you were off the hook," Ned muttered.

"Yeah no kidding. Come on, let's go."

However, there was still one thing left on Peter's mind was that how _did_ Tony performed such a convincing move?

 **Author's Note:** hehe because Peter dear, Tony Stark is a bloody genius of an engineer. Need I say more? *hint hint* and I un-regrettably saw the new trailer of Spider Man Homecoming at least five times…oops which made me be pumped for it aha anywho, what happens next? Find out!


	8. Ignorance

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to NuttyShaggy for following and favoring the story. Thanks to Phoenix X 2 for reviewing the story.

* * *

Chapter 8: Ignorance

Since the stunt that had been pulled, the day for Peter had been going normal. Flash was somewhat of Peter's back; he's merely giving death glare looks and threatening messages but Peter ignored them, seeing that they're nothing but a waste of time. This also includes for Michelle who also dropped the subject of Peter being Spider Man as well.

Needless to say, Peter was pretty happy overall. Of course, Peter was still curious as to how Tony had done it but all Tony wrote (when Peter texted him) was _it's a secret_ and Peter could imagine Tony giving a secretive smile.

"You're really lucky to make Tony do such a stunt," Ned replied at a chemistry class.

Peter narrowed his eyes as he carefully eyed the beaker and the liquid, doing a precise measurement. The class was supposed to do a lab which was having the liquid change to the right color of pink.

"Yeah but he still won't tell me how he did it," Peter replied. He then got up, screwing the lid back on the small vial of bottle.

Ned raised an eyebrow as he stared at his partner. "You do realize you look like you're giving the evil stare at the beaker, right?"

"This experiment needs to be precise. Things can go badly wrong if it's not the right amount. Otherwise—"

BLAM!

All of a sudden, this earned the whole class to turn their heads around, giving out a snicker. The poor boy was smoked all over the face and he coughed, getting the smoke out of his lungs.

"He probably gave too much of potassium—which is what you're not supposed to do. Potassium are more reactive than sodium when they are in water," Peter replied as he still stared at the boy who was shortly joined by a teacher with a disapproving look.

"You're such a nerd."

By the end of the class, Peter and Ned and a few other students were able to make the correct shade of pink. Then came Gym class which was the least of Peter's favorite class simply because it made him small whenever he's facing all the muscled boys.

Ned stared at the people as though he was studying them.

"What's so great about having so many muscles?" Ned asked, giving an odd look. "It just makes you look like a bonehead."

Peter shrugged. "I don't know. But it helps with the girls."

Ned looked over to the left to see a group of girls, giggling over a muscled boy.

"That's just so sad," Ned replied as he shook his head.

"What's so sad?"

Ned sighed. "Do you always have to come and join us?" he asked as he didn't took off his eyes from the group of girls. Just by the sound of the voice, he already knew who it was.

Michelle stared at the direction of which the two boys were staring at. "Yeap because I make your sad nerdy life more entertaining."

Ned snorted. "Yeah sure. Out of all of us, I think Peter has the saddest life."

"I heard that."

Michelle gave a thought. "You know, if you want to be 'in' with the crowd of girls, then you should go for what they want. I mean, it's alright to take risks."

"But what do girls like in guys?" Peter asked as he eyed Liz though there was a small sad look upon his face.

"It depends. The answer changes almost instantly. Girls are more complicated than you think. Some goes for more muscled men. Some goes for blue eyes and their looks. Others go for personality. And some goes for between," Michelle explained. "Just…don't be a stalker or a creep."

However, as the trio stared at the small crowd, all of a sudden something whizzed through the air that seemed to be aiming at Peter who appeared to be not paying attention or so they thought. At the last minute, without even looking from the corner of his eyes, Peter acted on instinct and used his quick reflexives to catch the football before it could strike him in the face.

Michelle and Ned stared at him.

"Woah, how'd you do that?" Ned asked, surprised.

"Do what?" Peter asked before he looked at the ball in his hands. "Oh that. It's simple. I've just caught it with my hand."

"Well no duh, wise guy," Ned replied, sneering.

Peter narrowed his eyes as he stared at the group which contained Flash and a few girls below.

"Hey Thompson! I think this is yours!" Peter shouted as he threw back the football. In a blur, Peter gave a small cringe when the ball hit him right in the stomach, causing Thompson fall to the ground from the heavy impact.

Michelle slightly winced while Peter lowered his arm.

"Uh…too much momentum?"

Michelle grinned. "You're learning."

"Parker!" the gym teacher's voice called and that made Peter grimace.

"Uh oh," Ned replied.

Sighing, Peter glumly walked down the bleachers, heading towards the teacher. Once there, Peter braced himself for a sit out even though he wouldn't mind to sit out of gym class but in fact…that didn't happen. What the instructor said next totally surprised him.

"Even though I disapproved of what you did, but I must ask. When did you had such a good arm?" he asked.

Peter blinked with surprise. "Uh…"

"Ever thought of joining the school's football team?"

"Heh…sorry, Mr. Winston but uhm, I like my small puny self. Don't really like to be trampled over."

Mr. Winston smiled. "I understand but just a thought though. We could use someone like you."

Peter made a small smile then went back to his group.

"What happened? Another detention?" Ned assumed.

"Nope. He asked me if I want to join the football team."

"You?" Michelle asked, giving an incredulous stare. "No offense but you could easily be picked up and be thrown across the hallway without the buffed guys breaking a sweat."

"Gee…you really know how to shut down a guy's confidence, don't you?" Peter asked.

Michelle shrugged. "Eh."

When gym was over, Peter was glad that it was. He didn't think he could stand another track and field. Sore and aching, Peter literally dragged himself towards the door entrance, being eager to get out of the class and perhaps this was one of the days where Peter, for the first time, didn't have a detention.

* * *

Spider Man perched atop on a ledge of a tall building in a crouching position as he stared across the city. It was quiet without the villain disturbing the city and that made Peter be uneasy. It was quite possible that it was the Calm before Storm and Peter needed to act fast if he doesn't want an unexpected attack from the enemy.

He fiddled around with the new device what Happy made. He narrowed its eyes, staring at the gadget as thoughts went through his mind. Would it be possible for this gadget to perform a whole scan of the city?

He didn't know and plus, Happy didn't really mention about it. Shrugging, Peter lifted his hand up, getting himself a good positon before he threw the device. The item fluttered around the city, circling in a half U-turn. He grinned. So it did work. The item continued its scan until Spider Man felt a strange tingle throughout his body before the small object went back to him, flashing red.

" _Coordinates…found…_ " a computerized voice spoke. " _Gathering location."_

On the top of the tracer, a screen appeared which revealed the coordinates. Grinning, Spider Man remembered the location and placed the item away before he made a free fall then released his webs, swinging from one building to the next.

He eventually came to a secluded area but when he got there, he didn't expect for the location to be what it looked like an abandoned old house. A few walls were destroyed and there was a strange sense of sadness hanging around in the atmosphere. He didn't know.

But he did know one thing.

There was something rather peaceful about this place. He felt strangely drawn to it and he felt his muscles loosening. The more he stared at it, the more he felt that behind the house, something else was lurking behind it.

"Eerie, isn't it?"

The sudden voice made Peter sharply turned around, suddenly being on guard. The figure emerged out of the shadows which made Peter narrow his eyes as he who it was.

"Sandman," Peter responded.

He raised his hand up. "I have not come to fight, young one. I've merely come to talk."

Taking a breath, Peter eased up a little but he was still being a little defensive.

"About what?"

There was a thick silence that surrounded them and it wasn't until that the Sandman spoke.

"I've come to ask for help," the Sandman rumbled.

Peter narrowed his eyes. "Why should I help you after all the damage you had done?"

"I do not blame you for not helping me but at least hear my story?" with a nod from Spider Man, the Sand Man continued. "Before I went bad, I was unemployed and life was tough for me. I couldn't find a job and it was difficult for me. Things were tough but I didn't want to give up especially when I have someone to take care of—"

"Your daughter," Peter spoke.

The Sandman nodded. "Yes. During the time of my unemployment, I couldn't pay the treatment what my daughter needs in order to cure the cancer. I was desperate—you have to understand what I'm doing was to save my little girl."

"But by damaging and creating chaos?" Spider Man asked. "There's always another way."

The Sandman hardened his stare as he spoke in a harsh tone. "What would you have done if you have to save someone's life? When things were tough? When there are no options left?"

"There's always hope, no matter how tough the situations are."

The Sandman scoffed. "Listen to yourself. Always believing in things," his attitude then changed. "All I'm asking if you could take care of my daughter. Look after her since I could not. Please."

Peter stood silence for a bit as he resumed standing on his spot. The more he talked, Peter couldn't help but to feel that there was something different about him. It was as though this wasn't the real Sandman—just a mere duplicate of the original one. Shrugging it off, Spider Man turned around and glanced slightly to the side.

"I'll see what I can do," Peter responded before he released his web and swung into the night, leaving the Sandman to his thoughts.

* * *

The weakened Sandman sensed as he felt that Spider Man had met with his duplicate. At least for now, he would have Spider Man off his trail but he was sincere. If anyone could look after his daughter, it would be him. Marko didn't want to admit it but he needed his help.

Sandman sighed as he took a step. However as he did, he sensed that he wasn't alone. He glanced from the corner of his eyes when he saw something emerging in a blinding light, making him narrowing his eyes.

In front of him stood a man who wore a heavy armor which colors blended in with the darkness. There wasn't much to describe this man as he was almost completely covered by armor.

The mysterious visitor let out a breath before he bore his eyes into Sandman.

"Now then…what are you doing in my lair?"

 **Author's Note: ** And I'll give you three guesses as to who this new person is; I've done research and it's been stated that this newcomer actually worked with Sandman so I didn't randomly added him in so I thought it would be neat for Sandman to have an ally. And I've also done research about sodium and potassium to make sure my science was right XD I remember doing the litmus project back in high school. Getting the right shade of pink was a pain in the butt. Fun but a pain XD What happens next? Toodles!


	9. Allies

**Shout Outs:** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 9: Allies

The Sandman gazed at the mysterious visitor with a deep look. The armored man titled his head to the side as he gave his own thoughtful look.

"I've come to seek for your help," the Sandman spoke at last.

The man grinned, giving an impish giggle. "Well then. You've come to the right source. For a man that has everything, I can guarantee you anything that you want," he paused. "Think of me as a genie. But with a twist," his grin twisted cruelly. "You work for me under the circumstances of the agreement which we _both_ agree upon."

The Sandman narrowed his eyes. "Why should I work for you when you said it yourself? You have _everything_."

The man grinned. "Because face it, dearie. Right now, you're weak and pathetic and you're the one who is _seeking_ for my help."

"If I work for you, what's in it for me?"

The armored visitor suddenly had his face grow dark and twisted, a sense of cold feeling washed over him.

"You can kill Spider Man once we weakened him," he replied darkly which made the Sandman grinned nastily.

"Deal. Now, how about we strike?"

"Ah ha. We mustn't be so hasty, friend. Let Spider Man enjoy his last days."

* * *

Tony sighed, rubbing his face with his hands. Endless nights were spent on searching for this new fiend and he was unable to sleep. He was on the point of having a breakdown but he didn't want to show it. He didn't want to succumb to his weakness.

He fidgeted unnervingly in his spot as he resumed staring at the screen. But as he did, there was a disturbing feeling in his body which he couldn't shake it off. A storm was coming, that much was clear. It may not be now but in time, the terrible danger would be coming and Peter must be ready to defeat it.

"Something the matter, sir?"

From the unexpected voice, Tony jumped with startle before he placed his hand on his rapidly beating heart.

"Oh, Happy," Tony muttered. "You scared me."

"It wasn't my intentions, sir. Forgive me. I had knocked but you were deep in thought and I didn't want to disturb you…" he paused. "Until now."

"Oh, no. Don't worry about it," Tony replied as he dismissed it with a wave of his hand.

Happy stared at his long-time friend. He hadn't seen Tony this disturbed since he first became Iron Man. He had to ask. It might help him out.

"If you don't mind me asking sir, something's troubling you."

Tony sighed as he finally tore his gaze away from the screen. He could almost feel his anxiety stress coming.

"This is…unsettling. Everything is," Tony answered at last. "There's a storm coming—a heavy one. It may not be now but it will eventually come. I really don't want to put the burden on Peter but he _must_ be ready to face the evil that's threatening the world," Tony sighed as he leaned forward, placing his elbows on his lap as he rested his forehead on his thumbs. "I…I don't want to lose him," he croaked. "I nearly lost him with the fight with Vulture."

Happy remained silent as he listened what Tony had to say. When he was finished, Happy let out a breath he didn't know he was holding. There was so much stress going on, he wouldn't be surprised if Tony had a huge breakdown.

"If Peter were to destroy the new evil, you must believe in him, Tony. He's stronger than you let yourself on. He could beat this. He did it last time. And if I'm right to assume, are you perhaps growing fond of the boy?"

Tony tensed a bit as he averted his eyes, staring at the ground. In fact, he _was_ grown attached to the boy and that's what made it scary. He was afraid if he was too close to the boy, he could end up losing him.

"I am," Tony whispered.

All that harshness, the fighting, it was just too protect Peter from seriously injuring himself. Or getting himself killed. He truly meant no harm to Peter—he meant well but it was just his recklessness that frightened Tony. Tony just hoped that after all this, Peter could forgive him.

"I just hope that Peter could forgive me," Tony muttered.

"Sir, I truly believe that young Mr. Parker may have an edge about you. I believe that he knows what you're doing is for his wellbeing and to protect him. Believe me if I say this is that Peter will forgive you. It may just take time."

* * *

Peter hopped to a spot, sitting on the window ledge and he pulled his mask off. There was something unsettling about the Sandman he just talked to. It really felt like it wasn't the real one at all.

Peter stared to the right to see the medium-sized board that was hanging in his room. It was a new addition and he needed it to analyze the patterns what the Sandman has. All those murders and disappearances—all of them seemed to be leading to Sandman. But again, Peter felt like he was missing a big part of the puzzle and it bugged him. How can he defeat the enemy if he can't even solve this mystery?

He went back to the time when he hung around the crime scenes but they only left sand which instantly points to Sandman. Sighing, Peter touched the Spider insignia and his suit got unzipped as he was walking towards his closet to put on his home clothes. He then stuffed the suit in the closet before opening the door, walking down the stairs only to stop when he reached at the bottom.

Peter made a small smile when he saw Aunt May, sitting at the couch as she watched TV. It almost looked inviting. Peter doesn't recall when was the last time the two of them actually sat down in front of the TV and watched a movie. He had been so caught up with being Spider Man that he didn't have the chance to appreciate these small things.

He walked towards Aunt May and cuddled against her once he sat down on the couch. The blaring lights illuminated the room and upon seeing Peter, Aunt May smiled as she played with his hair.

"Hey," she said softly.

"Hey."

"Tired?" she asked.

Peter shrugged a bit. "A little."

"Something on your mind?"

Peter hesitated, wondering if he should tell her what was really bugging him but decided against it.

"Nah. I just feel like being a kid again."

Aunt May chuckled a little. "To me, you're always a kid but you're my kid."

Peter smiled softly as he gave out a yawn.

"Now go to sleep."

"I'm not tired," he mumbled. He resumed watching the TV, blocking any background sound as he was only focusing on the screen.

" _But we must figure out what happened. All those people."_

" _Don't worry, Maria. I, Detective James, will figure it out."_

" _Do you suppose that…that…this villain is working with someone else?"_

Peter suddenly perked up and just by hearing the dialogues, it made Peter wonder. It would make sense, doesn't it? A small flashback came to his mind about the articles, the missing people and the disappearances. Peter knew that Sandman could pull it off but not without getting caught. Suppose he purposely left the sand behind him? Just for Peter?

 _That's the biggest mystery_ , Peter thought in realization. Quickly, Peter got up which earned a confused look from Aunt May.

"Where are you going?"

"Uh, I've got some things to do…" Peter quickly responded and he took off before Aunt May could even say 'at ten in the night?'

 _How come I've never saw this before?_ Peter resumed staring at the articles that were hung on the board; his eyes trailing from one piece to the next. The Sandman has an ally with him. He is working with someone—that's why he usually leaves the crime scene without a trace.

Heart racing, Peter opened his closet, struggling to get on the suit with this much adrenaline rush going on. Once it was on, Peter exited out of the window and zipped through the night with a thought in his mind. He needed to see him.

He just hoped that he was awake.

Once he reached at his destination, Peter entered the room unexpectedly which of course made the guy startle.

"I know how the Sandman's been getting away," Peter replied, unannounced.

"Jesus Christ," Tony replied, startling. "What in the blaze are you doing here at ten in the night? Aren't you supposed to be asleep?"

"Actually, it's ten thirty the last time I checked. And I can say the same thing to you."

Tony sighed. "Can't sleep. Now, why was it so important that you had to rush yourself over here that couldn't wait in the morning?"

"Because I've figured out how the Sandman been getting out of the crime scene. He's working with someone—someone with the ability to make Sandman look like a ghost."

Tony frowned. "Even so, how can we prove it? What makes you so sure?"

"It's…It's just a hunch. Think about it," Spider Man spoke as he moved towards the screen, pressing buttons so that it was activated. Seconds later, images appeared in the air.

"All these people missing and the disappearances, it just makes sense doesn't it? What if the Sandman is doing all of this just to throw me off his trial so that he could look for an ally?"

"Peter relax," Tony muttered as he sensed that the boy was being overwhelmed by the idea that was running through him.

"Well now if that's the case, we would still have a question that still remains. Who will be the next target?" Tony asked.

Peter stared at him before he looked at the ground. Perhaps, that is one of the puzzling questions. Tony sighed.

"Peter, you've got to plan this through. What if the whole reason for the abduction is for the Sandman to draw out your attention so he could attack you when you least expect it? Just…please think this through"

Peter sighed. "Why is it that every time I got an idea you instantly shut it down? Even if the mystery is solved."

Tony pursed his lips until they were white from pressure. "I just don't want you to get hurt and you will end up being hurt because of your recklessness. I'm…I'm just worried for you."

Peter stared at the ground. "I think you don't believe in me. You don't think I'm not strong enough that I can defeat this evil."

"Peter—"

"Is it true?"

Tony began to speak but faltered and that made Peter connect the answer. He narrowed his eyes before he turned his back on him and he got out of sight.

 _It's not that I don't believe in you…it's that I don't want to lose you._

* * *

"Do you think I should've told Tony I interrogated the Vulture?" Peter asked.

Ned paused what he was doing and stared at his best friend. He was in a thinking mode with slouched shoulders and there was a wave of sadness washing over him.

"No," Ned responded. "If you two had a fight, then it wouldn't be wise to tell him. It would just mess things up even more and he would be furious."

Peter groaned. "Why is this so hard? Why can't it be simple?"

Ned shrugged. "Take a look at this way: things will eventually be easy. I guess this is the path you're supposed to take to be a hero—I'm not saying that you're aren't—but being a hero has its hardships. No one said it would be easy."

"I suppose not," Peter sighed.

Ned tilted his head as he resumed studying his friend. From the way his body was expressing, there was something else that was bothering him.

"What else is bothering you?"

"It's just the other mystery. I know that the Sandman is working with someone else but I don't know who."

Ned bit his lip and he cringed of what he was going to say next—he knew that he was going to instantly regret it.

"Well…there might be another way," Ned grimaced which made Peter raise an eyebrow. "Like where is the one place where you can get all of the recent criminal activities? And the confidential information?"

Peter widened his eyes as his jaw drop. Was he hearing right?

"Are you feeling alright? Do you realize what you are asking?" Peter suddenly bombarded him with questions. "You want _me_ to break into the NYPD? I thought you were against me doing all of this."

"Well I didn't say I was against—I just disagree with most of your ideas that tends to get you into trouble. But look at it this way: you want information, right? And I hardly doubt that Tony would give you the data you need. So the best way to have all of the info is to go to the base that has it all. I know—it's a terrible idea. I don't know why I'm suggesting it but it's the only way for you to get off your sorry ass and have the upper advantage for once."

Even as Ned was speaking, Peter was still staring at him like he had grown a second head. His _own_ best friend was giving an idea—a horrible one—and that was to break into _NYPD_. This calls for a suicide mission.

"Are you _sure_ you're feeling alright?" Peter asked. "You ate anything funny?"

Ned scowled. "Seriously? The one time I'm giving you a helpful idea—"

"That just screams _suicide_ —"

"And you make me feel like I'm insane or something." Peter was about to open his mouth but Ned quickly shot him down. " _Don't even_ ," he said in a warning tone.

Peter drew in a sharp breath as he was trying to process the suggestion he had just been given to. If he wants to do this, then he would have to do this carefully and sneakily as possible. This wasn't his first time breaking into a building. Plus, he had never been to NYPD so that may be a bit difficult as to locate the necessary files he needed.

"Fine," Peter replied. "But I get caught, I'm coming back to haunt you."

Ned shrugged it off. "Eh."

While Peter was swinging out of the room—as he needed to go—he couldn't help but to question himself and his sanity.

 **Author's Note:** Both of them are fools…and I assure you that this new 'helper' will be revealed; just not now ^^ what happens next? Find out!


	10. The Abduction

**Shout Outs:** Thanks to Master Skywalker 121 for reviewing the story. Thanks to MythologyStar for reviewing the story.

* * *

Chapter 10: The Abduction

 _Right. Breaking into NYPD should be no problem, right? I mean, I did this same scenario with the Avengers Headquarters except the only difference with this one is that there is entire police force that wants my head. If Tony ever finds out about this…_

Spider Man landed on his feet when he reached the roof.

 _Ned and his brilliant ideas. Things would've been a lot simpler if Tony could just hand me the information I need then maybe I wouldn't be in this much trouble…_

Spider Man saw a vent and sighed. Those damn air vents…Using his web, Peter released his web so that it got attached to the gate and he easily yanked it off, allowing me to enter. He crawled to the other end until he jumped to the other wall, attaching himself against it. He narrowed his eyes, looking left and right. The inside of the building was medium size even though the outside looked much bigger.

There were hallways that were leading to different directions and just by looking at the halls, Peter felt utterly lost. He had no idea where the files room were located and he could spend hours in here, trying to find that specific chamber. He stared to the right, tilting his head before he sighed while resumed crawling down the white-grey wall.

 _My Spider instinct better be right._

Because of the colors of the walls, Spider Man couldn't blend in well as he had hoped even if he was nearly at the top of the ceiling. There still might be a chance that someone would spot him.

He just hoped that it wasn't Officer Watson—Peter had a strong dislike of that guy. Peter resumed crawling down the walls until he came to another path that was leading either left or right.

 _Really?_

Muttering, Peter turned to the left and continued to follow the path. He was so focused on the hallway that he didn't notice that the hall was coming to an end and that there were two security guards standing at their post. He slipped at the corner of the wall until at the last second, he released his web and it dragged him up, reaching higher of the wall.

"What was that?" one of the guards asked.

"What was what? I didn't hear anything," the gruff voice from the second one spoke. "It was probably your imagination or something."

Peter winced at the close call before he eyed the wall across from him. He looked up before crawling up the wall to reach the other side.

 _Man, I don't know where I'm going._

Spider Man resumed crawling the walls, turning left and right while also taking out the guards when it was necessary. When the coast was clear, Spider Man landed on the ground after he looked at the door. He then glanced left and right before opening the door. He didn't know what room this was but got intrigued by it.

Much to his surprise (and probably to his luck), Spider Man gaped at the small room that contained many cabinets. Well, it was either his luck or something else since this was the spot he was looking for. He breathed out a sigh of relief since he finally found it before he went to the third cabinet drawer, pulling it out to reveal a lot of folders that were in alphabetized.

Perhaps this idea wasn't so bad but it still screamed _suicide_ and Peter was still worried about Ned and him _suggesting_ this idea in the first place. But as he was looking through the folders, he had no idea where to begin with or what to search. His best bet was to go with Sandman which was he was currently rummaging through the 'M' section; surely they wouldn't be listed with their villain names.

"Marko…where are you?" Peter muttered until he found the folder. The file wasn't very big and the papers were organized by oldest to newest by date. Peter found a spot on the floor and sat down. He was probably going to be for a long time—well, as long as he doesn't get caught.

The file doesn't say much other than Marko's previous life before he led a criminal's life. But there was nothing that contained the information what Peter needed. Sure, he now knows a bit more about Marko but still, for once, he would like to have an upper advantage.

Sighing, Peter closed the folder as he slouched back, thinking what other steps he needed to go with. He narrowed his eyes.

 _If I was a policeman and there had been recent crime activities, where would I keep the folder? Assuming if there was a file for it, that is._

Peter eyed to the other cabinet drawer and sighed. _Man, whoever organized all of these, I've got to give them credits…_

Peter placed the folder back to its original spot before he moved on to the other drawer, rummaging through them. Finally, he spotted a folder that had a label which read: _Criminal Activities._

Hoping that this was the one, he pulled it out by the most recent up to date.

 _If it's not in here then I'm stumped._

Spider Man flipped through the pages that contained many recent events until there was a headline which caught his attention.

 _Interrogation:_

 _Convict name: Bentley Wittman_

Curious, Peter continued to read the text while taking a tape that went along with it. He sat back down to the floor, playing the tape. A man's voice was heard, introducing the subject's name.

" _These are the report notes to help us keep track of our ghost guy. Officer name is James Isaac Watson. Third robbery happened this week. Witnesses stated that they didn't saw anything. Claimed the mysterious visitor was a ghost. No traces were left behind. May 7_ _th_ _. Another robbery happened. There seemed to be a pattern—this shadow that we're chasing…it all seems to go for hi-tech gears. Still trying to figure out the purpose. This time, one of the witnesses saw the shadow. It appeared to be wearing some kind of armor and had goggles-like item for the eyes._

 _April 8_ _th_ _. We finally got a name based on a Witness's description. Bentley Wittman who was an inventor, selling his futuristic inventions. He went bad. Quite a persistent opponent. Determined to prove that he is superior. We believe that this Bentley was the shadow we had been chasing._

 _April 9_ _th_ _. Now known as the 'Wizard', we had finally captured him. Sent him to the interrogation room."_

 _April 10_ _th_ _…"_

Peter heard that Watson let out a heavy sigh as though something bad had happened. While listening to the tape, it nerved Peter which gave him a slight chill to the bone.

"… _Interrogation… (a sharp sigh came) went badly. Jamieson…died… (Watson growled) Damn it!"_

Peter jumped with startle when the tape crackled, indicating that the report had ended. He was still confused about the notes that were reported and there a few questions still remained: What had happened to this 'Wizard'? How did Jamieson died? Accident or not?

All of a sudden, Spider Man suddenly perked up as he whipped his head to the side to stare at the door. Drawing in a sharp breath, Spider Man hastily placed the tape in his other hand while he quickly released his web that got attached to the ceiling. He swung up just as the door got opened and it forced Peter to stay quiet. A young lady with blonde hair that was tied in a ponytail, wearing a uniform while also carrying a few folders came into the room as she hummed a tune.

She went towards the other cabinet drawers that contained all of the criminals file and she opened the drawer to put the folders she was currently holding away. Once they were gone, the lady walked towards the door and placed her hand on the doorknob. However, before she exited, she glanced back at the room as though she was thinking that someone else was in this room. With a one last glance of the room, she walked out of the door.

Peter didn't dare jump down from the ceiling. Not until he heard the high heels fading away into the distance. Once that happened, Spider Man lowered himself from his web and landed on his feet.

That was too close for comfort.

Deciding that he had enough, Spider Man placed the files in its proper spot before he made his way to the door. He peeked out of the entrance, looking left and right before he swung himself to the other wall.

While he was escaping, thoughts came to his mind. If this 'Bentley Wittman' person was still at large, then he may also be the shadow what Peter was chasing and he could also be the one who was working with the Sandman. Then that would explain a lot for the second shadow he had been chasing. Everything makes sense now.

"There he is!" one of the guards roared which instantly made Spider Man snap back to reality.

"Uh oh."

He should really stop being so deep in thought at the wrong places.

"Uh…hi guys…" Spider Man replied awkwardly.

Eyes narrowed, both of the guards took out their guns, both aiming at the current target.

"Well then…I guess we're not talking?"

"Get him down!"

At once, bullets were fired, forcing Spider Man move at a rapid speed.

"We got an unexpected vigilante problem—"

"Not anymore you don't," Spider Man replied as he hung from the wall and released his webs. But as they were being wrapped up in a cocoon, one of the guards just managed to take a shot at Spider Man's shoulder. He gave out a sharp yelp of pain before he swung them up to the ceiling, completely wrapped. Once he landed on the ground, Spider Man leaned against the wall as he placed his good arm over his injured arm in attempt to stop the blood flowing.

 _Damn it._

However, he couldn't stand here too long. He was bound to have other guards or officers to come here. Using his good arm, he lifted himself up and tried to move to his best ability. But due to his injured arm, Spider Man was having trouble to even walk across the walls. Staggering, Spider Man clumsily fell to the ground at an awkward angle and he used the wall support to help him lead the way out.

He couldn't believe that he was careless—actually, he could but that's not the point. He just hoped that he could get out of here in one piece and the less things he has to explain to Tony, the better.

Spider Man ran down the halls, slightly weakened from the shot so he was unable to fully his webs at the moment.

 _I need to quickly get out of here…_

Having an idea, Spider Man looked down at his wound and for temporarily, he shot his web at the injury, frosting it for the moment. Feeling a bit better, Spider Man resumed using his webs and he was now scaling around the walls for a quick getaway.

He was sure that the other guards would show up which was why he was staying high at the ceiling, scuttling in the shadows avoid being spotted. He narrowed his eyes when he saw the guards taking their stance. Not risking it, he decided to take them out, wrapping them in a web of cocoon, sticking them to the ceiling.

Spider Man sighed before resuming scaling around and he narrowed his eyes, having a thought in his mind. He just had to make one last stop when he gets out of here.

After much scaling and avoiding the guards, Spider Man finally spotted an exit but it wasn't long when someone discovered his location.

"There he is! Don't let him get away!"

Spider Man turned around only to spot a familiar officer and he gave a little smirk.

"Well if it isn't Officer James Isaac Watson. How are you doing?"

Watson growled. "I don't know how you found out about my full name but I sure as hell know that you won't be sticking around to see the daylight."

"Well gee Officer. I thought we could talk over some biscuits and tea. I think that sounds lovely."

"Sorry lover boy but it ain't gonna happen."

"Well that's unfortunate. Don't say I didn't tried."

Spider Man then did a web shoot, automatically blocking the holes of the gun before he fully released his webs to take them out.

"Look: I don't wanna hurt you and I'm sure you don't want to hurt me but I've got some errands to run and I don't want to run late."

"That's too bad sonny because you're aren't gonna go anywhere."

Spider Man sighed. "Well I tried to be nice."

He fired his webs, shooting at the officers and they got stuck to the walls.

"Spider Man!" Officer Watson roared as the vigilante began to take his leave.

"I would love to stay and chat but I've got to take my leave," Spider Man grinned before he used the window as an escape and flew out of sight.

Watson growled, eyes narrowed. "I'm gonna get that brat."

"You don't use your eyes, do you?" the other officer spoke, slightly being annoyed at his partner. "He was injured."

"Your point?"

He sighed. "My point is, Watson, is that if he dropped a single blood around here, we could use it to perform DNA analysis and from there, we could figure out who Spider Man really is and bring him to justice. We would finally be able to catch that masked hero."

* * *

Spider Man grunted as he crashed into a nearby wall, grabbing his hand at the edge of the roof but it crumbled due to him not being able to grasp it fully and he fell down, falling to the fire escape platform. He groaned, pushing himself up while placing his hand on the rail, dragging himself up.

The wound was really hurting him and his shoulder was going to be sore in the morning. He was sure of it. Plus, he couldn't go home as well. He didn't want Aunt May to discover it or otherwise he would be bombarded with questions that Peter can't answer.

There was one place where he could go which was Ned. He stared up at the evening sky that was now tainted with red, pink and yellow and the sun was lowering which meant that the day was going to end soon. For a brief moment, the sky looked like it was glittering even though that was the reflection of the sun's low rays.

He knew Ned wasn't far but he wasn't sure if he had enough energy to make it. Sighing, Peter gathered the remaining strength he had left, climbing on top of the rail before he jumped. For a short second, Peter had a slight panic attack until he shot his webs out that just managed to latch on a nearby building. Even though it was a slow process, Spider Man finally reached Ned's house and he was rather glad that his window was open so that he could crash in.

Spider Man fired his web once more, latching at the top of Ned's window and as clumsily as it can get, Peter crashed into the room, stumbling over his feet before he staggered to the ground which made Ned jump with startle from the unexpected guest.

"Peter, what in the world?" Ned cried out as he quickly rushed towards him. "What happened?"

"Explain later…I need to…sit."

Ned lifted Peter, placing Peter's weight on him and they walked towards the bed, letting Peter to sit down. Peter slumped his shoulders and like before, he placed his arm over it.

"What happened?"

"During my escape of the NYPD, I got shot from a guard in the shoulder…" he moaned. "It hurts…"

"Alright, first off: lay down and second…don't panic. I'll call Tony and in the meantime, I'm going to get you a cloth so you can apply pressure."

"No…" Peter strained. "Don't call Tony…The less anyone knows, the better."

Ned frowned. "Peter," he replied with a warning tone.

"No Ned. Please."

Ned stared at the mask of Peter before he sighed. They haven't got much time since Ned doesn't know how long Peter had that bullet wound.

"Fine. Fine. But if you die on me, I'm going to haunt your grave and say _I told you so_."

"Fine, whatever."

Muttering, Ned walked out of the room for a short minute and two seconds later, he returned, carrying a few cloths.

"Here. You'll need this. Apply pressure and I'll call the hospital."

"No, don't," Peter refused as he took off the frosting and applied the pressure. "You're gonna do it."

Ned sharply turned around and stared dead on at his friend. "Are you _insane_? You had just been _shot_. I'm not a surgeon," Ned paled.

"I'll help you guide through it."

"You'll have your mask on—no one will know who you really are. I'm calling the hospital and that's final."

As Ned began to turn around, Peter fired his webs, blocking the entrance which made Ned stop in his tracks.

"I'm begging you Ned. Please, don't call the hospital. I'll help you guide through it. Just _please_."

Ned drew in a sharp breath as he stared at his friend who was in pain. There was a sudden guilt in him— _he_ was the one who suggested for Peter to go into NYPD. It was _his_ idea but with a cruel twist, Peter got shot and was now in pain. Ned groaned.

"Alright, alright. I won't call the hospital," Ned muttered defeated. "I'll go and get the necessities. You keep applying pressure."

A few seconds later, Ned returned, carrying a handful of items and he placed them on the nightstand that was near his bed. He grabbed his gloves and yanked them on.

"Alright. What do I need to do other than cleaning the wound first?"

"Just…just clean the wound…"

Ned sighed, moving closer to his friend and he hastily removed his hand and the cloth. He paused, staring back at Peter.

"It's alright. Go ahead and rip it."

Doing that, Ned discovered that it was a ghastly wound with blood still bleeding profusely since Peter had removed the frosting. The gash looked deep with the skin being ripped apart from the impact; the muscle was torn as well. For a minute, Ned could've sworn that he saw what it looked like fragments of the bullet but he hoped that it wasn't true.

"I think I'm going to be sick," Ned replied as his face was paler than before. He tried not to vomit when he removed the blood-stained webs which looked quite nasty and there was an unpleasant stickiness of the web.

Shuddering, Ned placed the webs on the side of the plate and he took a deep breath. Ned then grabbed the bottle and sprayed it on a clean cloth but before he put it on Peter, he spoke.

"By the way…this might hurt a little. Just a little…"

Peter raised an eyebrow. "Why…?" he then eyed the bottle that was in Ned's hand. "Wait, is that— _argh!"_ Peter screamed as the sting of the rubbing alcohol that made contact with the injury. Needless to say, Peter managed to scare Ned out of the living daylights.

Peter panted as the stinging of the alcohol continued and for a short moment, Peter saw stars and he tried to blink them away.

"Sorry, sorry, sorry," Ned replied, repeatedly.

Peter tried not to move much since he grabbed the covers of the bed in a tight grip, biting his lower lip until it bled.

"Okay, it's done now," Ned announced which made Peter let out a huge sigh of relief. "Now what?"

"Alright," Peter replied once he caught his breath. "If there are any fragments of the bullet, remove them with whatever you have by your side."

Ned grimaced. "I would need a magnifying glass," Ned groaned. I'm going to have nightmares from this."

Ned went to his cabinet drawer and pulled out a medium sized object. It was round with a black outline and a handle for Ned to grab on. Taking in a shaky breath, Ned went back to the bed and began to examine for bullet fragments. He winced when he discovered a few of them though he started to work.

Even though the tweezer wasn't the right equipment, it actually managed to take out the pieces.

"Okay," Ned replied, his voice still shaky. "I think that's all of them."

"Good. Now, take the bullet out."

"Wha?" Ned replied with a stunned look. Ned suddenly felt his blood drained which made him feel like an empty shell.

"Take out the bullet," Peter replied slowly.

Ned suddenly felt cold and he looked like he was about to pass out anytime soon.

"Ned, please. I know it's…scary but you're doing great so far. You can do it. As long as the bullet isn't at the bones, then it would be fine. Do it."

Whimpering slightly, Ned took another tool and he got to work. He studied where the bullet was and he sighed with relief.

"Oh sweet Mercy. It not's at the bones. It's underneath," Ned breathed.

"Good. Find the positioning of the bullet, aim it right with the tool in your hand and then just yank it out. Oh and don't faint," Peter added.

"Right," Ned took another breath before he got to work. When his positioning was true, Ned gulped. "Alright…I've got it. This may be painful…like really painful so I'm sorry if I break or twist any bones—"

"Ned? Just do it," Peter said firmly. "On the count of three if it helps."

"Right…" Ned closed his eyes and opened them. "One…" he whispered. "Two…three."

With a harsh but careful pull, Ned could've sworn he heard a sickening crack making Peter scream and within seconds, Ned yanked the bullet out of his shoulder. Peter gasped heavily but because the bullet was pulled out, blood began to pour out once more.

"Oh my God…I did it!" Ned exclaimed, staring at the shot. "I can't believe I actually did it. Oh my God…"

"That's great," Peter wheezed. "I still need…help…"

That was when Ned paled again. "Wait…don't you need stitches?"

"Yes…yes…"

"I'm not getting cow intestines," Ned stated bluntly.

Peter snorted, letting out a shaky laugh. "Just get a needle and some strings and stitch me up, will you?"

Ned groaned. "This is brutal. _Never_ , I repeat, _never_ let me do this again."

Peter grinned as he continued to hold the cloth so that the bleeding could stop.

Sighing, Ned placed the tool away onto the plate and he grabbed it so that he could wash it. Ned returned a few seconds later, carrying a needle and strings.

"Alright then. Once the string is in the needle, patch me up while you're following where the flesh was torn."

"I should patch your mouth shut," Ned replied angrily before he got to work but even as he patched Peter up, Peter still winced from the painful jab that had entered his skin. Once done, Ned sprawled out onto the bed after he cut the loose end of the string and tied it.

"Oh my Sweet Jesus…that was scary."

Peter chuckled dryly. Needless to say, it felt uncomfortable due to the tightness of the string though Peter lightly massaged his pained shoulder. Ned pushed himself up and he grabbed the gauze to wrap around the shoulder.

"There. Now you're complete," Ned announced.

Peter smiled faintly. "Thanks Ned," he said quietly. "I mean it. Thank you."

Ned grinned gently but the grin faded away. "It's my fault. I was the one who made you go to NYPD. Because of me, you got shot."

Peter frowned. "Don't you dare blame yourself, Ned. Remember, I agreed to it."

"Yes but if I recall correctly, you refused at first. I should've listened to your refusal in the first place. For that, I'm sorry."

"Ned…if you say that you're sorry one more time, I'm going to throw you out the window and say it was an accident."

Ned grinned. "Sure you would," he then glanced at the ripped suit. "Er…and sorry about the uhm suit…if Tony asks, how are you going to explain it to him?"

Peter paused, thinking. "Uhm…I'll say…erm…the side of the truck ripped it? Do you think he will buy it?"

Ned paused. "Uh…yeah…yeah…you do reckless stuff every day, right?"

"Yeah…I do…"

And the two boys grinned at each other, foolishly.

* * *

The next day, at the end of the school, the school found itself with a running student who was running down the hallway. Michelle's smile never left her face as she had the excitement coursing throughout her body. She stayed after class to discuss with her science teacher to see what she and Peter had gotten on their project. Needless to say, they passed with flying colors and the teacher stated that she was most impressed with the webs and how they looked real.

Michelle craned her neck once she came to a halt as she was scanning through the somewhat crowded hallway. Usually after school, students would stay behind at their lockers with their group of friends. She managed to spot the brown-haired boy and she resumed running until Peter fully came into sight.

"PETER!" a voice exclaimed loudly (which made Ned jump with startle) and Peter was met with a hard pat on the back which made him grunt with pain. He dropped his books to the floor but the impact made him lean against the locker as he placed his hand on his shoulder.

He grunted. "Strong arm…"

Michelle tiled her head to the side with a curious look but she continued.

"Guess what?" she breathed. "You know our Spider project, right?"

"Yeah…"

"We passed with flying colors! We got an A+. The teacher was most impressed with the webs," Michelle rambled.

"That's nice, Michelle…really great…" Peter winced. He had a feeling that he needed to fix his wound again. "Look, I've got to go. Don't wait for me."

Michelle stared at him with a baffled look. She watched as peter was actually struggling to even walk properly.

"What happened to him?" Michelle asked.

"Erm…he's not feeling well," Ned replied. "Probably a 24-hour sickness or something. I'm sure he would be better tomorrow."

Ned bent down to grab the fallen books and he stuffed them in the locker, closing it afterwards.

"Now then. Since school is done, shall we go?"

Michelle smirked. "Why of course, my gallant knight."

Rolling his eyes, the two walked down the hall but Michelle couldn't help but to think that Peter was hiding something…again. What is it with boy and keeping secrets?

Ned and Michelle walked down the street once they got out of the school but Ned couldn't help but to feel as though there was something sinister lurking close by. Ned glanced back to make sure that they weren't being followed but this didn't went unnoticed by Michelle.

"What's wrong?" she asked, frowning.

"Nothing…it's just that…do you have the feeling that something is going to bad?"

Michelle gave an odd look before shrugging it off. "Nope."

Ned sighed. "Well then."

However, all of a sudden, there was a deep booming voice that made them pause in their tracks as they saw a shadow looming over them.

"You should've ran when you had the chance," the booming voice stated.

The two turned around only to have Michelle yelp as Ned stared with eyes wide. It was none other than Sandman with a snarling look.

"RUN!" Ned exclaimed.

But it was too late. Before either of them could do anything, the Sandman released his element and the two were found, drowning into the sudden quicksand that suddenly appeared…

 **Author's Note:** I repeat. That blonde lady that was at the beginning of the chapter was not Gwen Stacy. I repeat: she was _not_ Gwen Stacy—but she will come in the books later. Whew, anyways, this was actually a tough chapter to write. I had no idea how the NYPD actually looked like since I don't live in America and writing up the report/notes tape was also a pain in the butt since I don't actually know how they go…I didn't take Criminal Justice :3 so I did my best! And the wound…my goodness, that was painful as well. Anywho but we got ourselves a huge long chapter! *confettis, streamers, balloons* only to end it with a bad end…oops…And right...Tony will totally believe that the side of the truck ripped Peter's suit...*Sweat drop* What happens next? Find out! Toodles!


	11. Embracing Rage

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Bandgeek2015 for favoring the story. Thanks to Detective Spider for favoring ad following the story.

* * *

Chapter 11: Embracing Rage

Peter sighed as he took out a new gauze, wrapping it around his injured shoulder. It was healing quite rapidly due to him having spider powers but either way it was still sore. He ran his hand through his hair as he stared at the floor.

He tried calling Ned at least five times and he wasn't picking up his phone and this worried him. Ned usually picks up after a second call, sometimes on a first try. If anything happens to him, Peter would blame himself for it.

"Ned, where are you?" Peter sighed.

He was tempted to go to his house and do a little bit of searching. With a plan set in mind, Peter pulled down his mask back on and exited out of his room by going through his window.

 _Don't do this to me, Ned._

He reached his house, entering his room through the window. Everything seems to be normal and everything sat normally. He searched the entire house but found it empty which made him be curious about it. He went upstairs and sat down on the edge of the bed, staring at the ground.

Ned was not in his home. Peter was sure that he wasn't in his favorite places so he was pretty much out of options. Worried, Peter went back down stairs and turned on the TV.

Maybe the news had something for him but either way, he hoped that whatever he was thinking wasn't the case.

" _There had been a recent abducting. Reports indicate that two teenagers went missing and they appeared to be going home from school. The police are already at the crime of scene, investigating the possible abduction."_

Peter's throat suddenly went dry as his heart began to beat rapidly.

 _Oh please don't let it be true…_

Eyes narrowed, Peter shut down the TV and exited out of the house with a one destination set in mind. If he ever finds out who captured his friend, that person is going to pay.

No sooner and later, Peter arrived at the crime scene where it was already surrounded with police and their sirens were flashing blindly. He ignored it, going straight to one of the officers who were asking witnesses around the area.

"What happened here?" Spider Man asked sharply.

"In case you haven't heard the news, kid, two teenagers went missing. How or why, we still haven't got a clue," the officer spoke. "Any chance you could lend us a help? We would appreciate it."

"Oh believe me. I _will_."

A grunt came as Spider Man walked off. Watson came in, joining the police.

"What's his game?" Watson asked only to earn a shrug.

Spider Man stepped over the _caution_ rail and started to search for any evidence that could lead the vigilante to wherever his friend got captured. After much searching, Spider Man finally found a leak evidence. Whoever tried to cover it was good but it wasn't enough. Spider Man narrowed his eyes as he went closer to the edge of the street walk only to bare his teeth when he found out who's the evidence belonged to.

With a one thought in mind, Spider Man got up and exited out of the crime scene and even though his face was covered by a mask, he wore a look of anger.

"Well? Did you find anything?"

Too busy to acknowledge the officer, Spider Man ignored him and swung out of sight.

* * *

"Where is he?!" Spider Man shouted which made Tony turn around as he stopped what he was doing.

Tony raised an eyebrow, wondering what he meant. "Where's who?"

"Sandman," Peter roared. "I want him _found_. He captured _my friend_ and I want his location. Now."

Tony narrowed his eyes. "Peter," he replied in a warning tone. "Getting revenge against a criminal won't bring you Justice. It would only increase the problem more and you would lose your reputation of what it means to be a hero. Don't be foolish."

"I don't care. He captured my friend, made my life a living hellhole. If you won't help me find him then I'll do it myself. _Alone_."

Tony tightened his jaw as he knew that Peter could be stubborn. Very stubborn. He would go into action without thinking and that's what would get him killed. He sighed, placing a hand at the back of his shoulder.

"Peter, listen to me. Right now, you're full of anger—I get that. But you cannot succumb yourself for revenge and I will _not_ let you go."

Peter narrowed his eyes. "Well then. I guess I'm on my own," he replied coldly, brushing his hand off.

With that, Peter sharply turned around though Tony's voice rang out but Peter ignored him, swinging away.

* * *

Spider Man sat on the ledge of a building that was high enough, allowing Peter to get a good view of the city. Peter pulled out the Spider Tracer and he threw the device in a U-turn motion. The small gadget spun around the city for quite some time before it went back to Peter.

Like before, the screen opened and a computerized voice spoke.

" _Possible location found. Gathering data…"_

The screen then went in a rapid mode as it scroll down the endless list until it began to beep.

" _There had been one match found. Location: the old Subway."_

Spider Man narrowed his eyes, shutting off the device before he made his move. He was going to get avenge Sandman if it was the last thing he do. Spider Man leaped off the ledge, doing a free fall until he fired his webs out which allowed him to swing over the city, attaching the webs from one building to the next until he reached at the destination. He went through the entrance of the old abandoned subway, landing on his feet.

No one had used this passageway in years. Visible cracks were shown on the wall and the atmosphere just screamed eerie. Beneath the wall concrete, bricks could be seen from the torn walls. Dim lights were lighting up the entire tunnel though at a further distance, one of the lights were flickering. The once powered tracks were now, motionless, devoid of life. Litters of trash were flying off the platforms from the invisible air that made a howling sound.

 _Well, it could've been a sewer,_ Peter thought as he began to walk down the abandoned tracks. He narrowed his eyes. _Alright, Marko. Where are you hiding? If I was the villain, where would I be? It would have to be somewhere where it would be difficult to find. Somewhere thick enough to be buried._

As he went deeper into the abandoned tunnel, the air got chiller and colder, sending a shiver down his spine. Spider Man gave a small shudder and he turned around, glancing behind him.

 _That's weird…My Spider senses are alerting me but no one's there…?_

However, the further he went down the tunnel, the more the mysterious presence followed him at a rapid speed until it suddenly died down as Peter turned around.

 _Okay…_

"Uh, if you're trying to scare me, it's working," Peter called out only to meet with silence. He gave a one last glance before he continued to walk. That was until there was a sudden unexpected explosion which made Spider Man quickly act on instinct. However, the unexpected visitor managed to grab the vigilante, grabbing him by the neck and roughly shoved him against the wall.

"So you came here," the rumbling voice spoke as it was reforming back to its original form; his grip never leaving Peter's throat.

"That was a foolish mistake," the creature murmured while Peter struggled to breath. He then threw the Spider away like a ragged doll but Spider Man managed to land on his feet, sliding back a bit.

"You have something of mine and I want it back," Spider Man replied with a warning tone.

Sandman sneered. "No."

Anger rose in him and without even thinking, Peter began to fight blindly. He was so consumed by anger that he was willingly to actually defeat the Sandman.

"Where is he?!" Spider Man roared as he continued to fire his webs but it was fruitless.

Sandman grabbed one of the Spider Man's webs, yanking him forward before he slammed the masked hero at the ground, knocking the wind out of him. Sandman placed his massive foot on Peter's chest, cutting off the circulation.

"Why do they matter to you when they're nothing but pests? Why bother with them?"

Spider Man struggled, trying to get rid of the foot. Eyes narrowed, Sandman removed his foot but he grabbed him by the neck, throwing him backwards which forced him to smash at the old train. Peter crashed through the window until his back smashed at the other side against the train's wall. Spider Man grunted, falling to the train's floor and groaned from the impact.

He staggered slightly, using the wall support to get up but just as he got up, Peter was instantly met with an extended fist, forcing Peter to smash through the other window before crashing at the wall.

"You can't even fight me. Face it, Spider Man. How can you save your friends if you can't even save yourself? What does it matter to you?!"

" _ **EVERYTHING**_!" Spider Man screamed with rage.

Spider Man then fired his webs so that they attached at the ceiling, pulling him upwards and then he automatically spun back down to perform a blow. Unfortunately, the Sandman used his hand to create a shield, creating a small shockwave which made Peter fall back and he landed on his feet.

"You're gonna pay for what you have done," Spider Man before he released his webs from both of hands. However, the Sandman raised both of his arms.

"Wrong move!" Spider Man shouted and he twirled around, heading straight towards him and with a powerful blow, Sandman was sent crashing down to the ground, falling to the lower level. Spider Man followed his trial as he did a free fall and the two went head to head in mid-air. The web-crawler released his webs so that they got attached to one of the rusty pipes and he used the object as a weapon.

The pipe was smashed against the Sandman who crashed at a nearby wall. However, the enemy didn't wasted any moment since he used his sand arm as a fist to deliver a blow to Peter, smashing him downwards. The Sandman resumed falling down after he got off from the wall's cracks.

The two fighters finally crashed hard at the ground though Sandman got up quicker whereas Spider Man struggled to get up. Sandman used this chance to deliver yet another blow which sent Spider Man crashing through a pile of unused pipes. The tubes clattered, creating a loud noise but nevertheless, Spider Man used the pipes to his advantages.

The web-slinger attached one of the pipes to his web before he swung it to the charging enemy. The villain got smacked across the face from the tube and the object was sent back to Spider Man who reused it again until the Sandman staggered down to his knees.

Consumed with rage, Spider Man took this opportunity to finish him but something got latched at the pipe of what Peter was holding then it fired its waves of electricity, sending Peter to scream as he dropped the tube and then he collapsed to the ground. His once stitched wound was now reopened, sending a small river of blood flowing down.

"So…this is the infamous vigilante," a smooth voice spoke. Peter struggled to face the newcomer but it was futile. Instead, Peter found himself being rolled (by a foot) to the other side, having his back flat on the ground.

By now, Peter's suit was tattered and torn, having a rip across the mask to reveal a bruised face.

"Pity that you're going to die so young even though you have so much to live for," the newcomer sneered, firing up his gadget and he began to take his aim at the weakened Spider Man.

But before the villain could even take a shot at him, something got attached to the armored man like a magnet.

"What the?"

And then, all of a sudden, the small item sent electricity which caused a short-circuit through the armory, making the enemy scream as he got a taste of his own medicine. Out of nowhere, a beam of energy got blasted at the enemy who was sent backwards and the newcomer landed on the feet, lifting its head.

"Sorry, fellows but today Spider Man's going to live."

 **Author's Note:** Tadaa guess who came ^^ and I'll admit…I think the fight got dragged a bit too long *sweat drop* but I hope did Justice…until the final fight…ahahahahaha *cough* oh and I'll give you three guesses as to how this…*newcomer* (even though pretty sure that it is obvious as to who it is) found Peter ^^ AND something what most people seem to misjudge about Peter's anger...they don't realize but Peter's anger is actually his weakness along with being over-protective. What happens next? Find out! Toodles!


	12. The Importance of a Hero

**Shout Outs:** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 12: The Importance of a Hero

Iron Man got up, being in front of powerless Spider Man who was barely moving.

"Now then," Iron Man continued. "We can do this the hard way or the easy way. Personally, I prefer the easy way. Less complications to deal with."

The armored man, Bentley, laughed. "Cute but not gonna happen."

Tony titled his head to the side, pretending to be hurt. "Pity. Alright then…flares!"

All of a sudden, multiple missiles-like rockets flew into the air from the rocket holes. Just as they were fired, Iron Man quickly grabbed the helpless vigilante and flew out of sight.

The force field that was around Bentley and Sandman died down only to reveal an angered Bentley.

"Well played, Iron Man…"

* * *

Iron Man placed the tattered Peter on the bed. The boy hadn't gotten a clue as to where he was. The only thing he did know was that the bed looked inviting and looking at Peter's current state, it looked like the boy could pass out right about now.

Gritting his teeth, Iron Man deactivated his suit and gave a hard stare at the boy. He _knew_ this was going to happen.

"Wh…where am I?" Peter croaked. He tried to get a look of his surroundings through his blurriness but couldn't.

"Shush. Rest now. You'll need it."

"Ho…How did you…f—find me?"

Tony gave a small wavering bitter smile before he gently lifted Peter's shoulder and brushed out what it looked like fired fragments of a tracker device. Peter stared at the item before Tony had his hand go sideways, letting the pieces fall down to the ground.

"You…you _placed_ a tracking…device on me?!" his voice strained.

"I had to. In your current condition, you would've been _killed_. I wish I could've come sooner but I couldn't. You were just so full of rage and vengeance, it was only a matter of time for me to get in there. Don't let rage consume you, Peter."

Peter went quiet for a minutes until he spoke. "They weren't actually…there, were they?"

Tony let out a heavy breath and sighed. "No, your friends weren't there, I'm afraid. Just a trap to lure you in."

Something what Tony said triggered Peter and he had to ask.

"That's what the Sandman said. _Friends._ As in more than one. Who was the other missing person?"

Tony grimaced as he realized that if he brought out the news, Peter would not forgive him.

"Michelle."

At once, Peter instantly pushed himself up only to groan from the pain but he ignored it.

"Michelle!? I've got to find her!"

"Not now," Tony said firmly as he forcibly pushed Peter back down to the bed. "Peter, be reasonable!"

Peter narrowed his eyes. "How long have you known?" he whispered.

Tony tensed as he knew he was going to ask the question. "Known what?"

"Tony," Peter said sharply. "How _long_ have you known?"

Tony took a deep breath and stared dead at Peter's eyes. "Since they went missing."

There was a thick disturbing silence, making Tony not liking it one bit. He knew what was going to happen next but he also knew that he had to eventually tell him though he didn't expect to tell him now.

"You knew?!" Peter roared. "You knew _all this time_ and you didn't even bother to tell me?! I don't believe you! Why would you keep an important information away from? I _trusted_ you."

"Look at yourself, Parker! That's exactly _why_ I didn't told you! If I had given you all the information you need, you would head in the field blindly. I always knew you were smart, Peter, but going in a fight with a blind move isn't _smart_ at all. Half of the time, I was considering to confiscate your suit but I didn't. I don't want to lose you, Peter."

Peter settled in silence as he stared up at the ceiling. He couldn't help but to feel betrayed. Peter thought that Tony trusted him and that Peter trusted him but the boy guessed that he was wrong.

"My greatest fear and it would always be is that me losing you. And if you have even an ounce of sense left in your head, you would understand why I'm doing this."

"You still had no right in keeping that information away," Peter replied bitterly as he forced himself to get up, not even bothering by the aching and the pain that went through his body.

"Where…where are you going?" Tony asked, troubled. Peter still needed to heal; physically and emotionally.

"Somewhere where even _you_ can't find me."

"Peter. Peter!" Tony yelled as he caught up with him, grabbing his shoulder and roughly turned him around.

"What?!"

"Don't you dare walk away from me. You're still injured. You're physically and emotionally broken and going out will not do you any good. You need to heal."

"You don't understand!" Peter shouted. "The more time I waste time, the more something bad will happen to Ned and Michelle. I don't want to lose them!"

"I understand, Peter—I do. But going in _recklessly_ will not do anything! Imagine if something bad were to happen to you? Then what? If you cannot think like a hero, then you shouldn't even be a hero. You're not an Avenger. Not yet."

Peter glared at his mentor, taking in a heavy breath. And then, he took a few step backs and right there, Tony knew what was going to happen next.

Tony sighed, realizing that he had no option left. He hoped that it wasn't going to come to this but it looked like did and he _really_ didn't liked it at all. Closing his eyes, Tony got up and reopened them, activating his suit.

"Sorry Peter…" he mumbled. The repulsor got activated and then when Tony reached his power—where he felt it should be—he released it. The power struck at Peter from behind, instantly causing the boy be knocked out.

* * *

"Sir, did you had to use that certain method?"

Tony sighed. "I had to, Happy but I really wished I didn't. Trust me. What would you have done if you have tried everything?"

Happy gave a wry smile. "In the recent events, in all honesty, I would probably do the same."

Tony gazed at the unconscious Peter. He looked so torn, so broken, it pained him so much. The billionaire hated himself for even doing that action in the first place. Why did it have to come to that? However, quite frankly, Peter was a bit of a hypocrite as well. While Peter was knocked out, Tony took this time to examine any serious wounds if he had any and to his disbelief, he found one. Right at the shoulder that was now fully treated well.

He grimaced, wanting to know how he gotten the bullet wound. Whoever removed the bullet actually managed to do it quite well.

After a few hours, Peter had finally woken up. At first, his vision was blurry and he was having trouble seeing things. The gleaming light glared down which made Peter wince. Eventually, his eyesight became clearer and he was able to see properly but there was a sudden huge ache in his body which made him feel like he was unable to move at all. Like he was immobilized.

"T…Tony?" Peter whispered softly.

Almost at once, Tony jolted wide awake, waking up from his sleep. He never left his side.

"I'm here…"

Silence settled in.

"How do you feel?" Tony muttered.

"Like I can't move…"

"Don't worry. It'll pass."

" _Sir, I require your immediate attention."_

Happy's voice was heard through the intercom. Tony sighed.

"I'll be back. Just…just rest."

Once Tony was out of sight, Peter tried to push himself up but there was so much pain in his body. He tried to ignore it and he eventually got up and almost instinctively, Peter placed his hand on his injured shoulder—the one where he got the bullet wound. He expected to have blood pouring out but there wasn't. In fact, it was all patched up—the proper way and that made Peter's throat go dry. Tony had found out but there weren't any signs where Tony acknowledged it or otherwise, Peter would already gotten an earful.

 _Ned…_

Peter clenched his fist tightly as he still hadn't found them. Him and Michelle. Peter staggered as he got up, swaying slightly to the side.

 _Must find them…_

He leaned against the wall when he reached it. However, he stared at the suit what Tony left and an idea went in his mind. Voices were heard down the hall which made Peter have little time to perform his plan. He quickly fired his webs before he released them towards the higher part of the wall, disappearing from sight.

"…Peter mustn't get up yet. The less he moves, the better his healing would be."

"Well then, sir. If young Mr. Parker is still injured, then I'm assuming is that he has been healed."

Tony frowned. "What do you mean…" he trailed off when he spotted an empty bed. "Where is he?!"

"I'll get the searching done right away."

"He's going to get himself injured even more," Tony narrowed his eyes and he walked towards his suit. Once inside, Tony felt the familiar grip on him as the machine locked itself on him.

"What are you going to do, sir?"

"Bringing him home," Tony replied and the machine started to be activated only to falter which earned a confused look. "What…what happened? Friday?"

" _Systems failure indicated…"_

"…Failure…?"

" _Foreign substance detected. There seemed to be a material that is similar to a web-like element that is causing this machine be problematic."_

Tony's expression fallen when he heard the _web-like material_. He twisted his smile into irritation as he quirked his eyebrow, knowing who it was.

"That son of a—"

* * *

Spider Man grunted as he collapsed on a side platform of the building. He was still weak but he refused to give up. Not when Michelle and Ned were still captured by the fiends. Spider Man supposed that he was foolish simply because when he encountered Sandman, he could've finished him off. Instead, he was allowing himself to listen to his story.

Of course, back then, he didn't knew that Peter was talking to a fake Sandman.

He stared into the distance where the Heart of Queens lies. He climbed onto the top of the rail and performed a free fall then fired his webs, latching against nearest objects there was. He continued to web sling across the city, building after building, when a certain constructional site caught his from the distance.

With that thought in mind, Spider Man began to swing towards that direction until the site came closer and he was able to land on the dirty ground. Something seemed edgy about this place which unnerved Peter. He took this moment to look around the quiet place. Two machines were across from one another, currently being powered down.

But as he walked further down, a certain part of the wall grabbed his attention. Curious, he paced towards the wall only to widen his eyes, giving out a shocked gasp.

There, literally being stuck to the wall, were what it looked two humanoid shapes. The eyes (frozen with fear) and mouths were wide open as though they were screaming out for help. The whole figures were covered in sand and dirt, sticking them in one place. The hands were out as though they were trying to grab something.

"Ned!" Peter cried out, recognizing them. "Michelle!"

"Intriguing, isn't it?"

Spider Man whipped around to see a shadow emerging and it showed Bentley.

"What have you done to them?!" Peter exclaimed. In all honesty, he was quite disturbed by the sight.

The enemy smirked. "Me? You honestly think that it was _I_ who covered them in _dirt_?"

Spider Man tightened his clenched fists.

"Aww, you're not upset are you?" Bentley sneered. "To me, it's better this way since you have less things to worry about. They're such an annoyance."

Angered, Peter fired web shoots but unfortunately, they were deflected by the force field that was around. Spider Man sneered.

"What's the matter? Can't fight without being a coward?"

The enemy gave out a rage yell. "You little insect!"

"Word of an advice: find a new hobby, Wittman."

Growling, Bentley activated his Anti-gravity discs, now being levitated off the ground. Using the flight, he began to fly towards Spider Man who ducked down to avoid the blow and then the masked hero shot out his webs, latching itself at one of his legs much to his annoyance.

"Get off me!" the foe growled and he used his anti-gravity discs (which allows him to fly) to glide around the construction site in hopes of losing Spider Man. Spider Man yelped form the sudden burst of speed and the two of them were found soaring around the area.

 **Author's Note:** Welp, I think that was the bitch move Tony could ever do…I'm sorry! But there was a purpose to it…*cough cough* and I admit…I was actually struggling with this story *sweat-drop* so I hope it turned out alright. I may go back and edited some chapters when the books are finished and…Tony's not happy with what happened to his suit XD EDIT: I actually went back and edited the last scene so now it's better and we finally got a glimpse of what happened to Ned and Micelle. What happens next? Find out! Toodles!


	13. The Wizard

**Shout Outs:** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 13: The Wizard

Spider Man looked around the area. He saw a nearby railing and once close enough, Spider Man firmly planted his feet on the rail as he tried to drag down Bentley, otherwise known as the Wizard. Using what strength he has, Spider Man managed to swing him around so that there was a painful crash against the rails from the Wizard.

He crashed through the vertical rails before the Wizard finally got slammed against a wall then collapsed to his knees. Spider Man hopped down to a lower level, taking his stance in case the Wizard was going to fight again.

"You think you're stronger than me?" the Wizard growled as he staggered up. "You're just a kid. You're no hero. A miserable, pathetic looking insect who's nothing but a thorn at the side!"

Spider Man used his web rush mode to crash the Wizard through the wall and the two were sent flying down. During the fall, Spider Man fired his web shoots in attempt to cover the goggles-like mask but in return, Spider Man was able to dodge the electricity but as they were coming near to the ground, Spider Man released his web so that it got attached to the lower rail of the third level of the building. The Wizard managed to get rid of the web and he used his Flight Discs in the nick of time, having him hovering above the ground by an inch.

He then powered down, landing down on his feet.

"Had enough?" Spider Man replied. "I mean I can do this all day not break a sweat."

"Ha," the Wizard spat angrily. "Funny how you're seriously injured."

Spider Man shrugged. "I've got a few healing factors…so, I don't die that easily."

"Being cocky won't get you nowhere, boy. Not in life anyway. The fantasy what you live in would eventually fall down and it is where you will face the harsh reality."

Spider Man narrowed his eyes. "What do you know? You're just a criminal."

"Back then, I wasn't. I had it all…near superhuman intelligence, fame…rich…I was the great inventor of the futuristic inventions."

"But things went downhill, didn't it? It's why you become a criminal," Spider Man spoke. "It's why you lost everything."

"I was trying to make the world a better place!" he roared.

"With your futuristic inventions? Don't you realize? Your creations were too dangerous. The world just wasn't ready for the heavy technology."

"Clearly," the Wizard sneered. "So I used my creations to make myself a hi-tech armor where it would enable me to fight vigilantes such as yourself. They proved to be quite useful. Made me feel like I'm more superior. But now, you're going to die and the world will remember only about your failure. How you failed to save the city. How you failed to save those who were depending on you especially your _friends_."

Spider Man widened his eyes as he saw the gloves being activated again. He released his webs to try to avoid the blast but his timing was a bit too late. The huge gust of wind that was summoned by the Wizard's gloves blew right at Spider Man, forcing him to lose his grip on the web. Spider Man gave a shout before he got smashed against the wall, creating a large hole.

The web crawler groaned from pain as he fell down to the ground. The Wizard laughed cruelly as he landed on his feet when he used his Flight Discs and he stepped his foot on Spider Man's back, making him fall back down again.

"Such a pity that you would not be able to live any longer…" the Wizard paused. "Unless…you work for me."

"Over my dead body."

The Wizard's grin vanished and he walked towards the sand-covered people, lifting his hand so that they were facing the frozen friends, activating his glove.

"Well then. You don't really have much of an option here…If you really want to save your friends from an impended doom, then I suggest you rethink your answer…" he smirked. "Besides, one shot from the electricity…" he chuckled nastily. "You can do the math, Spider Man."

"Don't…" Spider Man croaked, trying to push himself up.

The Wizard's smile grew wider. "Oh what's this? The little urchin is _begging_? Well then, if he's that desperate to save his friends, all he has to say one magic word and your wish is my command."

Spider Man looked down at the Wizard's feet until an idea came.

"I…I'll…do it…I'll join you…"

The Wizard gave a thought before he shrugged it off. "Nah, I changed my mind."

As he started to fire, Spider Man forced himself to get up on his knees and he stuck both of his hands out, releasing webs from both of the web shooters. The threads grabbed Bentley's feet, tying him around his ankles. Spider Man then got up to his feet and pulled him down, making Bentley give out a yelp from the unexpected attack.

"You'll have to think twice to mess with my friends!" Spider Man shouted, swinging him around like a helicopter before he brought him back down, having the Wizard smash at the ground, roughly.

The Wizard scoffed as he got up, staring at the young hero.

"When…will you wake up…and realize…" Bentley began. "You're just a pawn in all of this hero game? When the world is finally safe…from us…they will realize…that they don't you need anymore…you'll be nothing but a myth."

Spider Man narrowed his eyes. "I'll be here as long as Queens needs me. And my job is not finished!"

The web crawler used his web rush mode to deliver a blow at the enemy who was sent backwards, stumbling towards the ground. Spider Man charged towards him once again but this time, the Wizard managed to avoid him by leaping in the air, having Spider Man land on his feet when the Wizard avoided his attack. He needed to change his tactics. He _needs_ to end this; he's wasting time.

Spider Man quickly took a scan around his area, thinking of what he could use to defeat the opponent. When something caught his eye, the vigilante gave a slight smirk before he proceeded with his plan.

He allowed Bentley to shoot his powers at him until Spider Man reached at his desired spot which was being in front of an unstable rails. Grinning, Spider Man waited for the Wizard to charge at him and when he did, Peter quickly leaped out of the way, swiftly performing a sideway twirl then hurriedly spun around to face the Wizard. Peter released his webs so that they were latched onto the rails and with his strength, he yanked the rails off which sent them tumbling down onto the Wizard who gave out a gasp, eyes wide. The bars plummeted down, instantly knocking the Wizard out.

Spider Man hardened his stare at the fallen enemy. "Good riddance."

He sharply turned around, heading towards his captured friends. As he looked at them, he couldn't help but to feel sad. In some ways, he felt that he had failed them, both as Spider Man and Peter.

"I'm sorry but I swear I'm going to get you out."

"Aww…that's so cute it's sickening…" a deranged voice spoke which snapped Peter back to reality. He turned around only to stare with wide eyes.

"You're not dead yet?" Peter cried out.

"If you think…" the Wizard breathed heavily. "That a couple of rails would be the end of me…then you're so hopelessly mistaken, you little brat."

"You know, I'm really getting tired of you," Spider Man spoke, feeling irritated.

"Well then," the foe laughed. "I suppose I'll spare you some mercy and let you use the spare minutes to say goodbye to your friends. I'm done playing games with you…Time for my real plan to be put into action."

"And what if I'm not letting you doing it?"

The Wizard sighed. "You know, kid…some men just want to see the world burn. So just be a good little brat and sit down!" he screamed, frustrated.

"Not gonna happen."

Fury rose inside the Wizard and began to fly up. However, before Spider Man could lose him, he quickly fired his web, being attached to his leg once more.

"Get off me, you little nuisance!"

And then, the Wizard began to fly high up, gliding around the area in attempt to lose the Spider Man. The two eventually left the construction site as they were now flying around the city though Spider Man gritted his teeth as the Wizard had carelessly made him be hit from nearby objects but he was still hanging on, nonetheless.

Eventually, the Wizard changed his tactics and he turned his body to the side. Spider Man widened his eyes when he fired the electricity and then, quick as it came, the power rushed through the webs, sending jolts of current until they reached the web shooter, destroying both of them. Spider Man gave out a strangled yell from the shock that zapped them, having his body being tingled from the voltage.

The web lost its power, forcing Spider Man to lose his grip which made him fall. As he fell, the only thing he could see was the Wizard's nasty sneer but even as Spider Man fell, he threw the tracer that got attached to his ankle and Spider Man fell down and down and down…

 **Author's Note:** So, there wasn't much to go on with this chapter which was why it ended so short but hopefully, the last few chapters would be longer to make it up. Anywho, this should be an interesting experience for Spider Man…*ahem* but I'm EXCITED for the next chapter ^^ and the Wizard is proving to be quite the persistent enemy, isn't he? What happens? Find out! Toodles!


	14. Web Failure

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Phoenix X 2 for reviewing and following the story and for following me as an author.

* * *

Chapter 14: Web Failure

 _Oh nononononono…_

Spider Man kept on falling and falling. His fear was always plunging down to the streets without his webs to save him but now that is actually happening, he was clinging on for dear life. It was now where Peter realized all Tony wanted to do was to protect him from having himself killed but Peter was being stubborn.

By now, he was half way down the endless fall until without a warning, something came in, being attracted to Peter like a magnet.

"What the?"

There, on his arm, was a piece of armory that was attached. One by one, the same pieces for different parts came, all of them being latched on to Peter. Finally, the final part of the suit came which was the mask that got onto Peter's head and the glowing eyes became activated. Even though the parts came, Peter let out another scream as he realized that he had no idea how to control the familiar suit.

"Activate! Activate!" Peter shouted in hopes that it would be powered on. He shut his eyes tight but at the last moment, before he could even reach the ground, all of a sudden, the suit released its engines that came from the feet and the hands which made Peter hovering above the ground before the machine, as though it had a mind of its own, flew back up in the air, having Peter give out a yell from the last minute saving.

"Wow," Peter breathed as he ran his hand over his other hand. "This is awesome!"

" _Greetings, young Mr. Parker. I am known as Jarvis,"_ a computerized voice came. Peter looked around, trying to find the source. _"You cannot see me physically as I am computerized, a core membrane that has been built inside the machine to help aide Mr. Stark. Due to troubled circumstances, Mr. Stark couldn't come to aide you."_

Peter fidgeted until a sudden thought came to his mind. "Wait…then where did he get this suit then?"

" _I'm afraid that's classified."_

"So…where's he now?"

" _I'm afraid that's classified as well."_

"Is there anything that's _not_ classified?" Peter asked annoyed.

"Mr. Stark wishes you a safe journey while you are operating this suit. And he hopes that you wouldn't be killed."

"Thanks for the moral support. But what do you mean I'm going to operate this suit?!" he exclaimed.

Peter stumbled in the air as he lost his balance.

" _Do not worry. I'll always be beside you_ ," Jarvis spoke in a reassuring voice.

 _Fantastic._

" _In the absence of Tony Stark, he has enlisted me to teach you how to use the suit even if it's only for temporary."_

"Wait, temporary?"

" _That information is also—"_

"Lemme guess. Classified?"

" _Indeed. And in this short lesson, he also advised should the situation be dire, I would have complete control as to prevent you from doing something stupid."_

"Say what now?"

" _Right then, young Mr. Parker. Shall we get started?"_

"Right. Fine…" Peter grumbled.

" _Alright. For your first lesson, I want you to be familiarized with the suit and then I want you to activate the repulsors by yourself, understood?"_

"Sure…"

" _Right then. Let's get started._ "

All of a sudden, the repulsors got cut off which made Peter's eyes go wide.

"Wait! You didn't give me a warning— _ARGH_!" Peter screamed as he continued to fall. For the first few seconds, Peter struggled to get them activated since all they gave out were a few sparks.

 _Tony and his brilliant ideas…_

After the third try, Peter finally managed to have them powered on and as he did, he gave an exclaim of shout, zooming past by the cars before he swerved towards the sky.

" _YEAH"_ Peter shouted.

" _Excellent, Mr. Parker. Now then, your next step is to be familiarized with the machine and its surroundings."_

Almost instantly, there were beeps going around the screen, slightly illuminating his face from the bright lights.

"Find the Wizard, Bentley Wittman."

" _Mr. Parker, I'm under the impression that you are seeking revenge against this adversary. I highly suggest you ignore your negative emotions and focus on doing what's right."_

"Just find him!" Peter yelled. "He's done enough harm as it is."

" _I have been warned that this would happen—"_

"Jarvis…just do it! Please."

If a computerized voice could sigh, Peter thought Jarvis would've done it already.

" _As you wish, Mr. Parker…scanning…_ "

Peter stared at the screen as he saw the coordinates being gathered. The data was found and Jarvis spoke.

" _Location found…fifteen miles east from here…"_

Peter's eyes wide as he realized what the place was. "Wait…that's the Queensboro Bridge!"

Eyes narrowed, Peter let out a full blast of the repulsors ad he zoomed forward, heading to the destination. Once he got there, he resumed scanning the bridge so he could pinpoint the location of the Wizard.

" _Target found."_

Growling, Peter zoomed towards him while Jarvis, trying to change his mind though Peter ignored him. As he came closer to the Wizard, Peter glared at the enemy who was flying above the bridge's weak point, ready to strike.

However, Peter fired the repulsor which narrowly missed the Wizard.

Raising an eyebrow, the Wizard turned around only to sneer when he saw who it was. At least he _thought_ it was him.

"Well, if it isn't the big boss. How do you do? Word got out that I destroyed your son?" he smirked.

"Slight problem, Wittman. I'm still _me_."

The Wizard felt his throat go dry, eyes wide with rage.

" _YOU'RE SUPPOSED TO BE DEAD!"_ he screamed with fury.

Peter sneered. "Funny how I'm not."

Furious, the Wizard shot out his powers in attempt to literally destroy him. If he has to destroy the suit then so be it. Peter avoided it and he flew towards him as he fired the machine's power. From below, the two of them looked like fireworks as they were both sending out beams of energy from almost every direction.

" _Please, Mr. Parker. This isn't what Tony would want. You're better than this. Don't let revenge consume you. You're better than this."_

"He hurts my friends, injured the ones who were closer to me!" Peter exclaimed, firing yet again. "He nearly _killed_ me!"

" _Then you give me no choice…"_

Eyes set on the target, Peter flew towards the Wizard who threw energy bolts but Peter dodged it. However, that made Peter turn around as he saw where the power was headed.

"Oh nonono..."

He quickly swerved around as he hoped that he could reach there in time but he was too late since the blast struck the bridge, having the ropes to be destroyed upon the impact. The metals groaned from the hit and the sound of the cables being de-attached was heard which made Peter panic and the lights that were on the bridge went out.

 _Crap, crap, crap._

"NO!"

Peter grabbed both of the cables just in time but despite the fact that he had inhuman strength, it was nearly impossible for Peter to hold the bridge alone. Laughing, the Wizard started to fire his attack again.

 _"Reporting multiple systems failure. If you keep this up, you would not be able to make it."_

Almost instantly, Peter thought up of an idea while the screen was going haywire. He could even feel the machine being short-circuited from losing power.

"Wait. I've got an idea."

Blinded by victory, the Wizard released his power. "Tonight, we're going to see some fireworks!" and then the Wizard released his electric power though that made Peter smirk.

"Bad move, Wittman."

And then, Peter allowed the ball of electricity to zap the cables but in doing so, it continued to fire the machine. Ignoring it, Peter struggled to bring the other cable closer and for a brief minute, the whole bridge went out and down below was chaos. Cars stopped halfway of the road as they were moved around due to the bridge being broken. And then, in a second, the bridge lit up again while the suit went back online again. Surprisingly, the structure was holding out well even if Peter made a temporary adjustment to it though of course, things would've been a bit more simple if he had his web powers...

"Now, it's my turn," Peter spoke as his glowing eyes stared down at the Wizard.

"You don't scare me."

Peter flew away from the cables and delivered a blow which made the Wizard fly back before he stopped himself. Furious, Wittman released his own power yet again and so did Peter.

However, the two of them fired their beams at the same time which caused a huge cloud of smoke to appear. Without losing a second, Peter flew into the smoke and tackled the Wizard and the two were sent twirling around the air, both of them were trying to get rid of one another until finally, they crashed down at the ground which startled the citizens who were nearby. The oncoming cars screeched to a halt as they swerved to the side from the unexpected smash.

The Wizard looked at one of his gloves and saw that it got destroyed from the impact. The other one looked somewhat damaged but it was still functional.

"You know…you're really becoming a nuisance…" the Wizard snarled heavily as he staggered up.

Peter struggled to get up and he slightly swayed to the side, trying to get himself in order.

"You're done…It's over…" Peter raised his hand to finish him but as he was about to fire, all of a sudden, the machine suddenly went berserk, letting out a small electrical current, giving Peter a small scream as he collapsed on his knees.

" _I'm sorry but might I remind you, that I would have complete control if the situation got dire…"_

"Jarvis…" Peter growled, realizing that he couldn't do anything. "Return my control…"

"I'm afraid that's not possible. You see, that suit…it belongs to me."

And then, parts of the machine got de-attached from Peter and they flew behind him. Peter turned around, watching the pieces flying to its original owner. There was Tony, now in the form of Iron Man, standing away from them.

"Well now…things should be interesting," the Wizard sneered.

"I'll take it from here. Peter, you go and save your friends," Iron Man spoke as he walked towards him.

"No. I've got this. I can handle it."

If Tony wasn't a wearing a mask, Peter would've seen the frighteningly glare that was upon his face.

"You listen to me," he said with a deadly voice. "Your web shooters are destroyed. You nearly got killed and you're too consumed by revenge. For once in your life, Parker, listen to others. Having powers doesn't make you a hero, Peter. It's what your _actions_ that _makes_ you a hero. It's why the people _believe_ in you. They believe in you because you choose to do the right thing. Now go. Your friends need you."

Suddenly feeling that a new hope was rising in him, Peter instantly went to a sprint, going to the direction where his friends were located. As Peter was out of sight, Iron Man turned around and faced the Wizard.

"Now then…it's just you and me."

* * *

Peter was lucky enough that during their small fight, their flight wasn't that far from the construction site. Once there, Peter came to a halt and began to stare at his sand-covered friends only to have a thought hit him.

He had no idea how to get free them.

And if Tony was here, all he would say was _"You're smart. Figure it out yourself."_

Knowing that he had little time left, Peter gave a sharp look around the site before he spotted an object. With that thought in mind, Peter stuck his hand out, expecting to shoot his webs until he remembered that they got destroyed.

"Honestly, Wittman. You're a pain in the butt," Spider Man complained.

Huffing, Peter began to pry them out one by one.

"Come on…" he muttered.

Peter felt a small budge on Ned and resumed using his hands to dig him out. Despite the fact that this felt like glue, Peter used his strong inhuman strength to set him free. And then, Peter managed to get him out as he saw human parts that were no longer covered in sand. As Ned fell out, Peter fell down from losing his balance and Ned fell down which made Peter grunt from the impact.

"What the bloody hell happened?" Ned moaned.

"Would you really believe me that you got stuck to wall from sand?" Peter asked.

"In lights of recent events, I would say yeah…even though I don't remember what happened when we got caught."

"Ah…" Peter paused. "Now then. Mind getting off me?"

Ned blinked. "Uh, right. Right. You still got Michelle to save…"

Peter widened his eyes. "Wait…under any circumstances, you can't let Michelle know who I am. Treat me as how any other people would treat me in this form."

"Right. Got it."

And like before, Peter pulled Michelle out but he caught her just before she fell to the ground and Peter went on his knees.

Eventually, Michelle opened her eyes, still being groggy as though she went in an eternal sleep.

"Michelle!"

"Nu…you didn't try to kiss me, did you?"

"Well, if I did, you would've been woken up a long time ago."

Michelle pulled herself together only to realize who it was when she saw the familiar blue and red. Yelping, Michelle crawled backwards as she stared at him with wide eyes.

"Uh…uh…" she stammered, suddenly feeling her cheeks turning red.

"You're being red," Ned teased but that only made Michelle give him a death glare.

"It's Spider Man," Michelle replied with amazed. "I never saw you up close before."

"Well now you have. Right then, listen to me. I want you guys to get out of here. Go to safety and don't turn back."

"What happens to you?"

"I've got some unfinished business to do. Right then. Go."

Nodding, the two got up but just as did, the ground suddenly started to crawl backwards which dragged Michelle, earning exclaims from both of the boys. And then, the ground began to form to a humanoid creature, grabbing hold of Michelle in his arm.

"Sandman!" Peter shouted. "Let her go."

"So you managed to free them," his voice rumbled.

"Hey Sandy!" he turned to face Michelle who gave him the evil eye. "Put me down. Now."

"As you wish," instead of putting her down, he threw her which earned Michelle scream as she flew into the air…

 **Author's Note:** Welp…at Ned and Michelle are still alive…right? This was a fun chapter to write ^^ andddd maybe we will see some Iron Man's actions ^^ because who doesn't want to see him kick ass? And I'm assuming that the bridge has lights during night...I researched to be sure and it looked like they did...I swear, it would've been a lot easier if I go on a small trip just to see how Queens look like...and I'm assuming that I had gotten the bridge's name right...But anyways, that will be it for this chapter but except one real soon! What happens next? Find out!


	15. Sandman

**Shout Outs:** Thanks to Phoenix X 2 for reviewing the story. Thanks to PX2 (Guest) for reviewing the story. Thanks to MythologyStar for reviewing the story.

* * *

Chapter 15: Sandman

Michelle screamed but she eventually grabbed onto the rail that was supporting the building which was in the making. Peter and Ned let out a sigh of relief when they saw her reaching safety…slightly.

"Right then…any ideas on how to beat him?" Ned asked as he walked backwards.

"Uh…for now let's just keep our heads on," Peter replied. "Ned, look out!"

Just in time, Peter pushed him out of the way just as the large fist came crashing down. Spider Man looked up only to see that the hand was going to come down again. Instinctively, Peter shielded Ned by being in front of him, expecting for the impact to come but…it never came. Only a large pile of sand which exploded from his hand, covering Ned and Spider Man.

Coughing, Spider Man and Ned peeked out of the pile of sand, curious as to who created the explosion though Peter had a feeling that he knew who it was since a blur of red and gold came into the view, landing in front of them.

"Sorry for the delay. Had a bug to deal with."

Ned gaped at the figure with his wide eyes.

"It's Iron Man!" Ned exclaimed. "Woah!"

"You two alright?"

Ned nodded as his gaze never left Iron Man who raised an eyebrow. Peter got up, trying to shake off the sand away though he soon yanked Ned up who nearly stumbled forward from the pull.

"What are you doing here?" Peter mumbled.

"Helping you, of course."

"I told you I can handle this."

Iron Man looked up to see the girl sitting on the rail. "Right. You're handling this quite beautifully…Now then…get him out of here and I'll get the girl."

Before Peter could even speak, Iron Man started to take off but something zapped him from the back, forcing him to succumb to his knees. A figure materialized out of nowhere but this gained everyone's attention.

Iron Man turned around to see the Wizard who cackled evilly.

"Missed me, did you?"

"I thought I temporarily stunned you," Iron Man hissed, narrowing his eyes dangerously.

Peter walked towards Tony as a sly smile crept from the corner of his mouth.

"And I can see you that you handled him quite beautifully as well…" Peter replied.

"We'll deal with this later," Iron Man responded as he activated his engines and flew into the sky.

"I've got an idea," Ned suddenly spoke once Iron Man left. "Why don't you bring him down with your spider webs?"

"Sorry…currently unavailable," Peter answered as he showed him the destroyed web shooters. Ned stared at it with a stunned look.

"Well, you're screwed."

Meanwhile, Michelle struggled to get up as she tried to go from one rail to the next in hopes of losing the ferocious beast. She gave a small yelp when her footing was lost. She just managed to tilt herself to the side so that she sat sideways while grabbing the bar with her hands. All of a sudden, as soon as she got up, Michelle turned around to see the gigantic hand coming at her way. She ducked down, having her hands covering her head as a shield while the fist started to smash the unfinished building and the supporting beams tumbled down.

The edge of the rails gave a small scratch on Michelle's hands, drawing out dry blood.

Down below, Peter and Ned jumped with startle when they saw what happened.

"Michelle!" Ned exclaimed as he blindly went into the field and began to climb up.

"Ned!" Peter shouted and went after him. The Sandman roared and his eyes landed on upon the two climbers. The Sandman used his fist in attempt to punch the two down. He was more focused on Spider Man though he cared less what would happen to the other kid. All he knew is that Spider Man needed to die.

For someone who's not a climber, Ned was doing well, Peter thought but either way Peter was worried that he would eventually fall to his death.

"Ned, please listen to me!"

Peter sighed, wishing that he had his spider webs. Eventually, Ned reached Michelle who was balancing on the beams and once Ned reached her, he grabbed her.

"Are you alright?" Ned asked.

"Yes. What are we going to do about this thing? Where's Spider Man?"

"Uh…don't ask me about the sand person. Spider Man…er…he's somewhere."

"I'm right here."

Ned slightly jumped from the unexpected voice.

"Seriously, don't do that. You could've given me a heart attack. My job is to keep you guys in one piece…"

Michelle frowned. "Couldn't you just use your spider powers?"

Peter sighed as he showed her the destroyed web shooters.

"Oh…"

Peter analyzed the situation and to his thought, there wasn't much he could do and that pained him. He felt so helpless; he couldn't even protect his friends. The more he stared at the creature, the more he realized that he suddenly got an idea. It just had to work.

"Alright, here's what we're gonna do. The last time I came, I was facing off the Wizard—the one who's Iron Man dealing with—"

Michelle stared at him with a stun look. "Iron's Man here?"

"Yes, moving on. I need you guys to distract him—I know it's risky but I know you can do it. I will ask for Iron Man's help and together, we can defeat him. What do you say?"

"Honestly? I would rather tackle my exams and doing this," Ned responded. "But…I'll do it."

"Count me in," Michelle said. For some strange reason, she couldn't help but to see the similarities between Peter and Spider Man. It was like she knew Spider Man even from outside of being a hero.

Spider Man grinned. "Great. Alright, let's get going."

As Michelle was being out of sight, Ned edged closer to Spider Man, muttering under his breath.

"I think she knows," Ned muttered.

Peter shifted in his spot uncomfortably as he knew what Ned was referring to. "I know…"

"What are you going to do?"

"No idea."

Ned sighed, realizing the situation what Peter is in before another thought came to his mind.

"By the way, do you think we're on the news?"

Spider Man paused. "You know…probably."

* * *

Iron Man narrowed his eyes as he watched his determined opponent. He really was persistent but like with every other villain, he must be defeated.

"What's the matter, boss? The old bones catching up?" the Wizard cackled.

"You're really quite annoying…" Iron Man growled.

The Wizard shrugged, indicating that he doesn't care.

"No matter. You wouldn't survive long enough, anyway!"

" _Iron…Man…"_

From the sound of Peter's voice, Iron Man glanced to the side to see Peter dodging another blow from the Sandman.

"Aww, does wittle Petey needs help from daddy?" the Wizard mocked, laughing.

Iron Man quirked an eyebrow as he sighed, having enough of this fiend. He raised his hand and gave a sly smile behind the mask. He then fired the beam which made the Wizard be knocked backwards before he finally crashed painfully at the ground. Using this time, Iron Man swerved to the side and flew towards Peter who used a concrete mixer and threw it at Sandman who stumbled backwards.

"Gimme a hand!" Peter shouted as he ran up the wall from the side and then, he leaped from it.

With the right timing, Iron Man grabbed his hand and threw him towards the brute, having Peter flying towards him before he delivered a kick to the face, making the creature roar. Peter resumed falling though he turned around to see Ned.

"Ned! Throw me those pipes as high as you can! I'll give it a boost once it's in the air."

"Uh…right…"

Ned ran towards the pipes before throwing it to Spider Man to the best he could. Once they were up in the air, Spider Man ran on them while he was throwing the tubes, giving them enough momentum that they got stuck inside Sandman's body.

Seeing the opportunity, Iron Man used one of his explosives gadgets, throwing it to where the pipes were, being in the middle of them. There was a small beep before the explosion came, having the Sandman exploded in half. Tons of sand fell down while Spider Man landed on his feet.

"Whoo!" Ned cheered. "We did it!"

Peter felt the familiar spider sense coming through his body. He glanced at the side before he performed a sideway twirl to avoid the unexpected attack which struck the ground. Peter turned around to see the Wizard staggering up and he gave out a sigh, already being annoyed at him.

"Don't you ever give up?" Spider Man asked.

The Wizard snarled heavily as he flew into the air, ready to strike Spider Man who started to dodge the attack until when halfway across the flight, something suddenly struck the Wizard from behind, knocking him off course.

Spider Man blinked with surprise as he watched Wittman falling down but he looked up, expecting to see Iron Man but to his surprise, it was Michelle who was messy, having scratches and bruises all over, holding a pipe in her hand.

Michelle threw the object away before she realized that the two boys were staring at her.

"What?"

"Uh, nothing. Nothing."

Ned walked towards Spider Man and he whispered.

"She can fight?" Ned asked, leaving Spider Man shrugging.

However, the Wizard got up with a mad gleam in his eyes.

"You think you've won?" he heaved. "Don't be so sure...evil will always rule!"

"Uh, sorry to burst your bubble but uh…we kinda just kicked your butt," Michelle spoke which earned the Wizard's attention though that made Spider Man tense.

"You think you're tough, do you?"

Michelle paused. "Uh, yeah I am."

"Foolish girl," he snarled. "Let's see how tough you're really are without the help of your friends!"

Just as Spider Man began to react, the Wizard took Michelle, flying high into the air.

"Michelle!" Spider Man exclaimed.

The Wizard laughed as he raised the girl up.

"So, still think you're being tough?" he sneered. He then looked down. "Time to make a choice, Spider Man. Who do you value the most?"

All of a sudden, the ground suddenly started to come alive as it was beginning to drag its substance, forming into once again the Sandman. But when Sandman was forming himself, he took Ned which made Spider Man follow his trail.

"Ned!" Spider Man cried out. He then looked up to see the Wizard cackling cruelly.

"Tick tock, Spider Man," the Wizard spoke. "Time to choose…this time…without having Iron Daddy…" he sneered, targeting Iron Man and he launched his attack that was headed towards Iron Man.

 **Author's Note: ** Oh boy…they just don't give up, do they? But I PROMISE the battle will end soon…with a grim note…*ahem* what happens next? Find out! Toodles!


	16. The Fight to the Finish

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to cabrera1234 for reviewing the story. Thanks to Gracetheexplorer for favoring the story.

 **Responses:**

MythologyStar: That made me laugh XD I never really did like MJ's character—I preferred Gwen Stacy's more just because Gwen actually had characterization and we could feel the chemistry between her and Peter. But I do have plans for Michelle in the future so she wouldn't be helpless as MJ ^^

* * *

Chapter 16: The Fight to the Finish

Peter froze in his tracks as he stared at the impossible situation. He clenched his teeth but as the Wizard's attack came, Peter gasped as he watched it going towards Iron Man though Iron Man ducked down, allowing the attack to blast at the wall.

He activated his engines, having himself hovering above the ground.

"Spider Man, you deal with Ned. I'll handle the girl."

Nodding, Peter watched as Iron Man flew away but he couldn't help that Tony had just went right into a trap. Trying to shake off the feeling, Peter ran towards the half-crushed building and began to climb the rails that were still supporting the structure. In all honesty, Peter had forgotten what it felt like to be a human again—minus the inhuman strength, agility and the healing. This was as close Peter would ever feel how it was to be a human.

It felt strange.

"Sandman!" Peter shouted as he was trying to face at his direction. "Let him go. It's me you want, not him."

Peter widened his eyes as he saw the humongous fist swaying towards the building. Peter used his hands to cover his head as a shield but the heavy bars still thumped down on them which made Peter hiss from the impact. It was tingling but Peter ignored the feeling that went through his hands and he resumed climbing, finding new alternate routes in order to reach Sandman.

He finally reached to the top of the building where he was able to face Sandman.

"Sandman!" Peter shouted, eyes narrowed. "If you want me, come and get me!"

 _I've only one chance._

"Today you will die!" Sandman roared, taking his gigantic hand in attempt to strike Peter. He avoided it, earning another shake of the building though Spider Man regained his balance before he made his move by delivering a powerful punch upwards, having Sandman stumbled backwards but in doing so, he let go of Ned which made fall down.

"NED!"

Acting quickly, Peter jumped from his spot, doing a free fall and he hoped that he would make it on time.

It would be so much easier if he had his web shooters…and plus, it would've been nice if Tony could've brought some new ones while he was 'absent'.

If this was Peter's punishment for whatever he did, then he supposed he deserved it although this was brutal.

"I'm coming, Ned!" Peter exclaimed as he set his eyes on his falling friend.

"Catch me!"

"Hang on!"

"To what?"

 _Please make it. Please make it._ Peter repeated over and over. He would be devastated if anything had happens to his friend…or _friends_ since he kind of considered Michelle to be a part of their group since she started to hang out with them more often.

Peter felt himself falling even faster and he extended his arms out, straining them to reach Ned out.

 _Just a bit closer…_

At last, Peter caught Ned as he wrapped his hands around his waist.

"I've got you!"

"But who's got you?"

Peter narrowed his eyes as he saw the ground coming closer.

"I've got myself!"

And then, Peter twisted his body around so that he was sideways and when the ground was closer, Peter landed on his feet though he slid back a few until he halted.

"I'm not doing that again," Ned breathed as he got off Peter, being slightly wobbly. "So if you'll excuse me, I'll just sit on the floor and hang tight."

"Right," Peter grinned as an idea came to mind. During the small sky diving, Peter noticed something that could potentially help him. "I've got an idea—though it wouldn't be strong as my web powers but it would be similar."

"Right…right…you do your stuff."

With that in mind, Peter raced towards the spot to where he saw something shiny. All this time he had spent scanning around the site, he had never once thought to use it as a temporary web shooter. He supposed he got too distracted with what's been going on around here. He grabbed a roll of copper wire before returning back to the field.

Now, it was going to be a fair fight.

Ned stared at his friend with a strange look.

"You're going to fight the Sandman with a roll of copper wire?"

Peter grinned. "Nope. This is my substitute for my web shooters!" he called out.

"You're crazy!"

 _Alright, let's test this out._

Peter swung the rope like a lasso before he latched it on the wrecked building. He grinned when it worked then he landed on top of the rail. However, he realized that he would have to unroll the ending each time he got to the top as they wouldn't automatically unlatched themselves. Nevertheless, Peter could fight Sandman at an even heights.

Rail after rail, Spider Man got to the top of the demolished structure and then he began to swing his rope again. However, the Sandman saw him and he performed his attack which made Peter have his eyes go wide at the new trick.

"Holy—"

Instead of his usual element, the Sandman had his arm turn into glass and Peter stared at it with a stun look.

"Well, that's a new trick," Peter commented.

"You'll die!" Sandman roared as he sliced through the rails.

Gasping, Peter used the wire that got latched onto the bar and swung forward though he forced himself to let go due to having too much chaos. He grunted as he fell down to the rail but he got up, quickly rushing towards the wire to unlatch it.

"You lied to me!" he roared, having Peter jump from one bar to another.

"I said I'll do something about it," Peter shouted as he knew what the Sandman was referring to it. "I would've been able to do it if you and your partner didn't decide to have me go on a constant run. Listen to me, Marko. You're still a good person, I can feel it. You don't have to go down this path—there's always a way but only if you choose to believe in yourself. You can change who you are—you can start over."

For a brief moment, the Sandman paused as he registered what the young hero was saying but grief and vengeance consumed him.

"NO!" he bellowed. "I will not listen to you! You betrayed me!"

"I wh—"

"You were working with the police!"

Peter stared at him, temporarily forgetting that Marko was still striking. However, at the last minute, Peter managed to perform a flip but Marko managed to make a slice across his back, ripping his suit which made Peter hiss upon the impact.

"I never worked with the police! If it makes you any better, they're still chasing me…Well, I think. I never betrayed you. I was merely telling them to stop shooting at you. Marko, please listen to me. Think of the good—not the bad. Think about your daughter. You still have a family."

Peter groaned as he slumped back against the beam, holding his wound.

"Just…just do the right thing…"

The Sandman let out a breath as he stared at the vigilante. Perhaps…he was right. Maybe he could start over. It worked for a short while but then the Sandman went back to his other state.

"NO! You're just saying that. Tonight, I'll have my vengeance. Tonight is where you'll die with your grave written in your blood!"

 _Crap…_

However, Peter stared at the glass hand and with a thought in his mind, Peter ran off, jumping off the bar and then he headed towards the glass, smashing it so that fragments fell, tinkling down to the ground…

Just as he did that, a sudden explosion was heard which made Peter turn around and looked up at the sky.

"Iron Man!"

Even though the explosion worried him, it made Peter be anxious even more when he realized that Michelle still wasn't on the ground.

" _MICHELLE!"_

* * *

The Wizard crashed down to the ground, startling Ned. He stared wide eyes at the fiend who looked beaten up pretty badly but nevertheless, Ned scrambled backwards, suddenly looking fearful as he stared at the brute who laughed.

"Scared, are we?" he sneered.

"Stay away from me," his voice quavered.

The brute laughed nastily before his expression grew dark and cold which unnerved Ned. He continued to crawl backwards until he couldn't and he realized that he was trapped.

"Now, you're going to belong to me…" he replied sadistically as he stared into Ned's eyes.

Having no control over himself, Ned felt himself lost and he succumbed to the Wizard's control. Wittman grinned, seeing that the boy was brainwashed. He could be the key to finally finish off Spider Man. If Spider Man didn't care for this boy so much, this boy would've been dead already.

"Now Ned…" the Wizard spoke. "Who do you hate the most?" he grinned as he circled around him.

"Spider…Man…" Ned spoke in a trance.

"Good and what do you want to do to him?" the Wizard asked as he leaned closer to Ned.

"Kill him…"

All of a sudden, Peter crashed down heavily upon the ground; his rope falling out of his hand and the fall gained the two's attention. Spider Man groaned, struggling to get up though this made the Wizard grin.

"Well, well…look what we got here."

"Wizard…" Peter seethed.

"Being in pain, are we?"

"What do you want?"

He grinned cruelly. "Oh nothing much. I just merely want to see where you're loyalties lie. After all," he smirked as he placed his hand on Ned's shoulder. "You can't save everyone, can you?"

Peter widened his eyes as he glared at the enemy. "What have you done to him?!"

"Oh nothing much," his grin grew wider. "I just made Ned here decide which side to be on and well…you can figure out the rest."

Peter stared at his friend but the more he did, the more he couldn't help but to think that there was something off about him. It was there, in his eyes, that threw Peter off.

"You're controlling him!" Peter exclaimed, angered.

"Oh did I? I can't seem to recall…" he chuckled sadistically. "Alright then. It's your turn, my puppet."

Peter suddenly feared for his friend's life. He didn't want to hurt him. No, not at all. He took a step back as Ned was heading towards him, getting ready in a fighting stance.

"Ned…Ned. Snap out of it! You don't want to do this—I know you. Ned! Wake up!" Peter shouted in a desperate tone that made the Wizard grin cruelly.

"He can't hear you. He only listens to my command…"

Ned stared at the ground, seeing a shiny material and he bent down to pick it up in order to use it as a weapon. Peter realized that it was a glass from the Sandman's arm where Spider Man had smashed it.

 _Damn it_ , Peter cursed as he didn't think this through.

Drawing a breath, Peter dodged the oncoming attacks while also holding back as he didn't want to hurt his friend.

"Ned…if you can hear me, snap out of it. You're my friend. It's me…" Peter ducked down to avoid the attack. "Peter…Ned…please…"

"I…I have…no…friends…"

"Yes you do!" Peter cried out. "Listen: whatever the Wizard's telling you, those are all lies. They're not real. The only lies that are real are the ones where you choose to _believe._ You can take control over yourself—you're no one's puppet."

Eyes narrowed, Ned performed a side sweep which made Peter fall down to the ground. Peter knew he could've dodged it but he didn't. If this was the only way to make Ned go back to his original form, then so be it. Peter doesn't want to lose a friend by his own hand.

"Ned, if you think this is the way, then do it."

The Wizard gleamed with madness as he finally saw that he would be able to finally kill the vigilante for once and for all.

"DO IT!" the Wizard screamed as he noticed the small paused that came from Ned. "Do it, boy! He's your enemy! He lies!"

"It's up to you. Whatever you choose, it'll be based on you and you alone…" Peter replied.

"FINE! IF YOU WON'T DO IT THEN I'LL! YOU'RE USELESS!" the Wizard roared with fury. "I'LL END YOUR LIFE! STARTING WITH YOUR FRIEND!"

At his command, Ned changed the direction of his hand and aimed it at himself.

"NO, NED!" Peter screamed.

Instinctively, Peter jumped on his feet and he rushed towards his friend. Before Ned could take the hit, Peter wrapped himself around him only to have himself get struck by the glass-like dagger…

 **Author's Note:** Ahh geez…just when things are starting to get lighter, it goes darker… :3 mannn but we only have two more chapters to go! Gah, I can't believe we're almost done this story—and it's thanks to you! My loyal supporters! Thank you! Oh and I've done research on Sandman and the Wizard—yes, Sandman can actually create glass due to the Wizard teaching him and yes for the Wizard being able to brainwash people. He has an ID machine where he can brainwash people and take over their minds. What happens next? Find out?


	17. V is for Victory

**Shout Outs:** Thanks to Master Skywalker 121 for reviewing the story. Thanks to MythologyStar for reviewing the story. Thanks to ISBtheepic for favoring and following the story.

 **Responses:**

MythologyStar: Well then… _well then_ …*hashtag no spoiler* XD

* * *

Chapter 17: V is for Victory

Peter gasped from the pain and he grunted, collapsing to the ground. He grimaced from the agony that entered through his shoulder, being numb and blood was pouring out. The Wizard cackled, eyes widened with gleaming insanity.

"It's done then!"

Like that, the Wizard let go of Ned who blinked as he was confused. He looked down only to gasp with shock, falling to his knees and as he held the injured vigilante.

"Peter…?" Ned whispered shakily. "Spider Man!" he cried out.

"I…I'm fine…"

"I can't believe I did that," he whispered. "I'm sorry! I didn't mean—"

"Ned…it's alright…I'm fine…" Peter squeezed his eyes tight before he forced himself to get up while trying to ignore the pain.

Ned stared at the ground bitterly. He hated himself for being so easy to be controlled. He hurt the one who was closer to him—his best friend. Remorse and bitterness consumed Ned and no matter what Peter said, he would still blame himself.

"What happened to Iron Man?" Ned asked.

Peter went silent. He didn't know if the explosion killed them both or he used it as a distraction.

"I…I don't know. All I saw was an explosion. I don't know what happened to him or Michelle," he admitted. Ned looked crestfallen at the news.

"They better be alive," Ned muttered.

"What's the matter boys? Outnumbered since Iron daddy isn't here to the rescue?" the Wizard laughed manically.

Peter threw him an annoyed look, glaring. "In case you haven't noticed, wise guy, there's two against two. For a genius, you're aren't very smart."

"Ah, but that's where you're wrong," he gave an impish laugh. "For I have the upper advantage. I can defeat you one by one."

"Then do it then," Peter said sternly. "Instead of saying it, why don't you do it? How come I'm still here when I'm just a kid?"

The Wizard growled, annoyed. "You're really pushing it, small fry," he said deathly. "Fine then! Since you want to die so badly, I'll grant you your wish!" he roared, raising his hands upwards so that they began to produce a large amount of power and he released it. Peter was prepared to move Ned and himself out of the way but something else beat to him first. A large white beam came out of nowhere, striking against the fire beam. The beams subsided and the boys took a step back when they saw the figure landing down in front of them.

"I'm still here," the newcomer spoke with a threatening voice.

The Wizard sighed. "Here I thought I had finally destroyed you…Iron Man…"

Iron Man tilted his head to the side. "Pity…you must be so disappointed."

"…I didn't miss anything, did I?"

The two boys jumped with startle as they looked to the side.

"Michelle!" Ned exclaimed, running to her and hugged her. "You had me worried."

Spider Man smiled as he saw the small reunion but his eyes went back to the battle between the Wizard and Iron Man. Just by staring at the beams, it made Peter give an idea on how to defeat the two birds with one stone.

"I've got an idea on how to defeat both of them. You guys just stay put. I don't want you to be in anymore danger."

"But—"

"Ned, please. Just stay out of harm's way."

Peter grabbed the copper wire and ran towards the building, swinging from one beam to the next until he was leveled with Iron Man.

"Iron Man!" Peter shouted. "I've got an idea how to defeat them! Don't destroy the Wizard!"

As though that was the cue, Iron Man stopped what he was doing and he raised an eyebrow, flying towards Peter.

"I'm sorry…I probably didn't hear you right. Did you just say don't kill off the Wizard?"

"Yes, I did—trust me on this. If we could get the Wizard to fire his beam again, we can use his beam and yours to go straight at the Sandman—he's vulnerable to heat."

" _I do believe I understand what young Mr. Parker is suggesting, sir,"_ Jarvis spoke. _"Having high temperature of heat can transform the Sandman into amorphous silicate but the heat would need to be 3, 400 degrees Fahrenheit which is 1871.1 in Celsius."_

Tony tightened his jaw, instantly wanting to refuse the idea.

"You do realize that there would be a definite chance for the suit to explode from the high heat, right? I might not be able to make it without suffering some nasty burns."

"But we got to try," Peter responded. "It's the only plan I've got. I mean, there's a water but where can we get the water? We can also short-circuit the Wizard as his suit is made out of machine but we still be left with Sandman."

Tony sighed. He knew Peter meant well but sometimes his ideas can get rather…out of hand such as this.

"Alright then…we shall proceed with this plan but someone would have to hold down the Wizard in order to execute this idea."

"I've got. I'll distract him and hopefully I would be able to have him use his fire beam…" Peter replied.

"Right then…I suppose we should get started."

Almost immediately, Peter sensed an attack which made him avoid the blast that went past between them.

"And I guess the Wizard doesn't have the patience to wait any longer," Peter stated.

Iron Man reignited his engines and flew off, heading towards the Wizard. Peter used the copper wire for a substitute for his webs, repeating the process like before. He saw the Sandman taking a swipe at Iron Man who dodged it at the last minute. Having a thought in mind, Peter took aim at the humanoid creature and when the time was right, he released it, having the wire to be tied around his arm. He then swung himself, jumping off the ledge and he twirled around the side so that the rope continued to tie around the large body until Peter reached the ground.

He secured his footing before he mustered his strength and when he did, he started to tug down the Sandman who gave out a roar. Eyes narrowed, the Sandman looked down to see the Spider Man and he used his free hand to create a sand blast which made Peter avoid at the last minute by swinging himself in the air with the wire.

"Hey Wizard!" Peter shouted.

He's got to execute his plan. It's now or never.

"I bet you can't hit a moving target," Peer taunted.

Iron Man turned his attention to Spider Man as he wondered what the boy was doing.

"Spider Man…what are you doing?" Tony called out.

"Doing what I should've done earlier!"

Peter leaped into the air and he made a punch at the Wizard across the face. Wittman spat out blood as he snarled heavily, glaring daggers at the pest.

"I bet that ruined your makeup, didn't it?" Peter grinned.

"You insolent brat!" Wittman roared as he zoomed down at an alarming speed before he created a blow though Peter avoided it by performing a backward flip, allowing the attack to smash at the ground, creating a hole.

Peter smirked. "Too slow," he then widened his eyes as he saw the oncoming fire streak which he narrowly dodged it.

"Hey, now that's uncalled for!" Peter cried out then paused. "Oh wait…I already knew about it."

Peter raced towards him but the Wizard tilted his head to the side, not moving from his spot. As Peter started to deliver his blow, he wondered why the Wizard wasn't moving but nevertheless, he made a punch. Or he thought, at least. Almost unexpectedly, the Wizard suddenly changed his human form to be brick and due to the sudden transformation, it made Peter struck his hand against the hard rocks, causing pain in his hand.

Peter grunted. "That hurt…" he hissed, rubbing his hand. "That was cheating."

"No pain, no gain kid," the Wizard replied gruffly before he used both of his hand in attempt to smash the Spider.

Peter continued to avoid the attacks and he narrowed his eyes. Something in his guts told him that it wouldn't be too soon where the Wizard would release his fire beam and that time would be now.

Peter jumped to the wall, attaching himself. He may lost his webbing but he still has the ability to stick to the wall and to also crawl. Almost swiftly, Peter smoothly avoided the blasts that were performed by the Wizard but at the last minute, one of the attacks came crashing down near his fingertips even though Peter had sensed it.

"Crap," Peter muttered as he lost his balance due to his wrong timing. He grunted, still trying to linger on the walls whenever he could though when he did, he resumed sliding down until he came to a halt.

Peter eyed to the side where he saw Iron Man battling the Sandman. He realized that he still had his copper wire with him.

 _Now or never…_

Having enough, the Wizard began to fire his fire beam which made Peter run across the wall and he released the rope which got tied at the Wizard's arms, forcing him to shoot the beams at Sandman and Peter shouted at Iron Man.

"Iron Man, now!" Peter shouted when he leaped off the wall, doing a small flip in the air and he avoided the Wizard's beams that ran past by him an inch.

Iron Man engaged his repulsors at full maximum while Peter still managed to keep hold off the Wizard.

"NO!" the Wizard howled.

The beams continued to go on to Sandman who gave a roar of agony, indicating that he was vulnerable from the heat.

" _Sir, you're being over the limit of the suit's heat…"_ Jarvis reported.

Iron Man struggled to keep up with the heat and he could already feel the hot temperature burning against his skin; his suit was being lit like the sun as though it looked like it was being on fire. Literally. This plan of Peter's better work or otherwise Tony's going to haunt him in his sleep.

Peter peered down and sure enough, slowly and eventually, glass started to crawl up the Sandman's skin which made him have a roar of agony.

"It's working!" Peter yelled over the loud engines.

" _Sir, the suit is overheated. I highly suggest that you deactivate immediately."_

"Almost there…" Tony grunted, feeling the high pressure that was rising in his body. He started to feel dizzy and he ignored the burning heat which sizzled his skin. Eventually, the Sandman completely turned to glass, fading out his roar. But before Iron Man could dissolve, he immediately cut off his repulsors and zoomed towards the Wizard, moving him out of the way (though it also knocked Peter off course since he was still holding the Wizard) although both of them crashed at the ground.

"NO! NO! I WILL NOT LOSE!" the Wizard raged even though he was defeated; his suit was obviously in no condition to function properly. He slipped down, falling back to the ground though he raised his hand and started to launch his attack but he widened his eyes when he saw his bare hands.

Iron Man showed the damaged gloves which made the Wizard let out a howl. And then, Tony's suit began to falter which indicated his end. Like that, he collapsed down to the ground, right beside the Wizard, unmoving.

Peter grunted as he staggered up. He turned around to see the Sandman in the form of glass and that earned a weakened grin from Peter.

"Iron Man…we…did…it," Peter said, exhausted.

He swayed to the side; his head feeling dizzy.

"Iron…Man…" Peter trailed his eyes upon the two figures that were laying at the ground and that made Peter's throat go dry. "No…"

He didn't missed it. The red and gold gleamed lifelessly from the light, having Peter's heart skip a beat. He automatically thought the worse and he couldn't bear to lose him.

"No…nonono…" Peter refused as he tried to move towards him but every step shot pain through his body. "Iron…Man…"

And then, his vision went blurry, the world spun around him and then, just like that, he fell down to the ground, out cold.

* * *

"Good. You're awake," a voice said.

The patient groaned uncomfortably as the pain still went up his body. He tried to get up but was automatically pushed back down.

"No, you need to rest. You're severely injured; you're muscles aren't even working properly."

"Forget about me," the gruff voice from the patient spoke. "I need to see…how _he's_ doing."

"Sir, for once in your life, sit back down. You need to heal. Your body isn't working as it should be and you had gone under some surgeries."

Tony growled. "I'm _fine_."

Happy sighed. "Very well then," he muttered as he knew that once Tony made up his mind, he's determined to go with it.

Tony let out a sigh. "How's…the…suit?" he asked even though he knew what the situation is.

"Er…" Happy shifted awkwardly in his spot. "Well, it…it got almost pulverized from whatever high amount of energy that caused it to be in that state. It's in the process of being operational again and it should take weeks to get it back online and working again. What on earth caused that much damage to the suit?"

Tony grunted as he pulled down his shirt. "Let's just say it decided to have a heatstroke."

Tony got up but staggered to the side, losing his balance and he fell back down to the ground.

"Sir, I must warn you. You barely survived," Happy muttered. "You were lucky enough that you were able to live to tell the tale."

"I'm _fine_ …"

Tony let out a breath before he forced himself to get up. It was a few steps before Happy walked towards an object and then he gave it to Tony who looked at it with a faltered look.

"You must…Tony…just until your muscles are completely healed," Happy said quietly.

Grimacing, Tony took the cane and began to walk towards the other med bed. He needed to see if Peter was alright. In all honesty, Tony was surprised that Peter was able to hold it out for that long.

"Peter…" he muttered.

Almost instantly, Peter woke up with a jolt, gasping as his eyes wen wide with shock.

"Peter…Peter!" Tony replied, trying to regain Peter back to normal. "It's alright…it's done. It's over."

Peter breathed and he absent-mindedly had his hand go up his torso only to feel the gauge that got wrapped around. He stared down at the ripped suit; the expressive eyes of the mask looked back at him though that made Peter winced when the flashbacks came into his mind, almost abruptly. He cringed when they were replaying though that only earned him be more worried.

"Ned!" Peter cried out. "Michelle. Where are they?" he tried to get up but Tony pushed him back with force.

"They're alright. Try to relax, Peter. You have wounds that needed to be healed."

The boy now realized that Tony was also injured—more severely. His left arm was burnt; the scorch was reaching up to his elbow, showing his blackened arm. His face also contained some burnt marks as well. He saw that he was holding a cane since he needed the support and Tony followed his gaze only to give him a small smile before it faltered.

"You…"

"Shhh, I'll be fine," Tony replied as he sat beside Peter. "I've got a few broken bones, torn muscles, burnt skin but I'll survive," Tony smiled as he placed his arm around Peter's shoulder only to have Peter hiss which made Tony withdrew his arm.

"Sorry, sorry."

Peter grinned.

It wasn't easy but Peter was finally released from the med bay and about time to. Happy made more of a fuss then he should have since he wouldn't let Peter leave the med until Happy was satisfied. When he was, Peter was released and so Peter found himself roaming the halls until he found the two familiar people that were sitting on the waiting bench.

As though Ned sensed that there was another presence, he looked up and saw Peter who smiled at them.

"Peter!" Ned exclaimed, jumping from his seat and he ran down towards him, tackling him as he gave a hug.

Peter grunted. "Careful…"

"Uh…right…right…"

Michelle came as well but she gave a small smile.

"Parker…"

"You know, you can drop the last name basis, right?" Peter smirked.

Michelle grinned.

"So…how are you?" Peter asked. "Ned?"

"Alright. You?"

"Alright. Michelle?"

Michelle grinned from ear to ear as she answered. "Never better."

Peter chuckled as he wrapped his arm around Ned as Michelle did the same.

"So…you think there will be a chance where we would be in a life threatening situation?" Ned asked.

Peter smirked. "Probably yes."

Michelle laughed as she let go of Ned and ran down the hall.

"Last one out is a rotten egg!"

Peter smirked, chuckling. In all honesty, it felt good to be back. He knew that there would be more challenges up ahead but as long as he had his friends and Tony, then he would be alright.

"I'm going to catch up with Michelle. You coming?" Ned asked.

Peter paused in his tracks. "No…you go ahead…there's something else I need to do," he answered as he stared at the small figure of Michelle that was fading in the distance.

 **Author's Note: ** Ahhh can't believe I'm going to be done with this book too! And it's all because of you! THANK YOU! I MEAN IT! THANK YOU! Also, the reason why Iron Man moved the Wizard out of the way was because if the beam struck the glass ta was from Sandman, it would reflect back, killing not only the Wizard but Iron man as well and that was why Iron Man shut off his engines when the glass fully came. And as for Sandman, ehm…clean up duties? Also, I've realized that producing that much heat, it would also kill Iron Man on the spot but I've decided that it's too early for Tony to die—SPOILER ALERT XD Now what's inside Peter's mind? And don't worry; Tony, Peter, Jarvis and Iron Man's suit would all be healed in due time :) and yes, Peter is in his human form—not wearing Spider Man suit. And another thing, the Wizard's gloves can mimic the Fantastic Four's ability—ahh the wondrous of research XD What happens next? Find out! Toodles!


	18. Reunion

**Shout Outs:** Thanks to ISBtheepic for favoring me as an author and reviewing the story. Thanks to MythologyStar for reviewing the story.

 **Responses:**

ISBtheepic: I dunno *whistles*

* * *

Chapter 18: Reunion

Things went the same for Peter since he went back to school after being 'absent'. Flash still wouldn't get off his back as he is determined to find out where Peter had gone. Gradually, Peter was still healing but that didn't seem to bother him.

If there was one thing that came out all of this, it was that Peter—as Spider Man—made the news headline without any doubt though there was a particular column which grabbed Peter's interest and it was at that time where, for a brief moment, he was Iron Man's suit.

Tony was also still healing. If anything, he suffered more injuries than Peter did. Peter still couldn't shoot webs as his web shooters were still in the process of being fixed. He hoped that they would be functional soon—he really missed gliding around the city and plus, it would give something for Peter to brag about to the Daily Bugle since as of right now, Spider Man was labelled as 'The Wingless Spider'.

Michelle and Ned were doing rather good though Michelle was still a bit shaken but she tried to not let that bother her.

Aunt May, on the other hand, kept on being worried tirelessly and when Peter finally made an appearance, she jumped on him, kissing him profusely and hugged him tightly as though she was afraid to lose him.

And then, that week came by much to Ned's disappointment.

"Man, they should cancel them. We're still recovering."

Peter grinned as they walked out from the gym. Exams had just been finished and now they were waiting for the dreadful part. The results.

"Well, if it makes you feel better, even Spider Man doesn't get special treatment."

Ned grunted. "Yeah but they don't know that's it _you_ under the mask."

Peter laughed. As they were walking down the hallway, Peter stopped and saw Michelle through the sea of students who was at her locker.

"Hey, uh…I've got something to do. I'll see you later?"

Ned nodded. "Yeah…"

Peter walked down the hall, pushing through the sea of students until he reached her.

"Uh, hey…"

Michelle turned around to see Peter and she smiled a bit.

"Hey…"

"So uh…h…how are you?"

Michelle shrugged. "Alright though I believe I owe a Spider Man thank you."

Peter grinned. "If only you could meet him in person other than seeing him in battle, right?"

Michelle laughed. "Yeah, that would be cool," she paused. "How did you do on you exams?"

Peter shrugged. "Alright. You?"

"Hopefully I passed."

Peter smiled.

"But uh anyways, I've got to go," Michelle responded as she closed her locker. "See you around?"

Peter nodded and he watched her walking away. Michelle stopped and couldn't help but to have a small smile tugging her lips. She turned around to still see Peter standing at the same spot.

"MJ," Michelle spoke which earned a confused look.

"What?" Peter asked blankly.

"Mary Jane," Michelle continued. "My real name is Mary Jane. I've used Michelle as a cover up I guess—not even my friends know my real name."

Peter stared at her as he was registering the information. Needless to say, he was actually mind-blown since he didn't expect this reveal.

"Okay…MJ…"

Michelle smiled before she walked away.

* * *

"So? How did it go?"

"Easy. I passed," Peter answered which made Tony smile.

"Of course you did. Was there ever any doubt?" Peter flashed him a quick smile. "You saw the Daily Bugle?"

"Yeah," Peter sulked. "Can't believe they called me the 'Wingless Spider'," he groaned.

Tony chuckled. "But it suits you," he grinned. Peter shot him a helpless look before he resumed sulking. "But…that's not why I called you here…"

Peter perked up, fully interested in what he had to say.

"You see, during the fight with the Wizard—the time where your er…web shooters went 'out of service'—"

"And where you made Jarvis be a complete jerk."

Tony started to speak again but he made a good-hearted laugh. "Anyways, I had taken the liberty to recreate your most precious gadget during in my absence. "

Peter's jaw drop with shock as he wore a stunned look on his face. "You wha?"

Tony smiled. "Well surely you didn't expect me to have you save the city without your webs, now did you?"

Tony then walked towards the spot where it contained an object and then he walked back to Peter who eyed the item that was in his hands. There, he revealed brand new web shooters that contained rich texture. The silver color outstood every other color, showing the elegance and the smoothness as the gauntlets were round and in the middle of the two gadgets had the spider insignia that was in the color of black. There were a tints of red and blue which outlined the outside part.

"Oh and they are electricity proof too," Tony added as Peter took them.

"Thank you!" Peter exclaimed as he jumped from his seat, hugging Tony who got startled from the unexpected move though he grunted from the impact.

"Remember…I'm still healing…" Tony replied.

"Uh, right…sorry…"

However, Peter stared down at the ground, being in deep thought. He couldn't help but to feel that he doesn't deserve this. Tony frowned at the sudden behaviour from Peter.

"You alright?"

"I..." Peter hesitated. "I'm sorry," he mumbled. "I should've listened to you when you told me not to do certain things. You know more about saving the world than me and you know what the challenges would be; I don't. I don't know how to be a hero," he looked down at the newly fashioned gadgets he just received. "I don't deserve this..."

Tony frowned. "Peter...now is not the time for you to doubt yourself. You had-once again-proven to me that you are capable of being a hero-maybe more so than I. If anyone deserves the suit, it's you. Not your friend, Ned or me or that girl, Michelle but you."

Peter stared at him with a stunned look. "How did you-"

"How did I know that Ned knew your identity?" Tony chuckled. "I have my ways...though I can't say that I'm happy with the idea of your friend knowing who you are."

"He hasn't told anyone."

"No, I suppose he didn't and for that I guess we could be grateful."

Peter smiled faintly.

"Alright… now get out of here."

* * *

Michelle sighed as she wrapped her hand with yet another gauge. This healing process was a pain in the butt and she hoped that it would be healed soon. She had been receiving phone calls and text messages nonstop from her friends; all of them asking if she's alright which she responded with a 'yes.'

Guess they all saw the news.

As Michelle made her way towards the door, all of a sudden, a noise came that sounded like something had landed on the ground. Startled, Michelle turned around only to see a shadowy figure.

"Who are you?" she asked, eyes narrowed.

"You don't recognize me as your 'friendly neighbored Spider Man?' I'm hurt."

Michelle rolled her eyes as the figure came into the view which indeed revealed Spider Man.

"Well, last I checked, you were called as the 'Wingless Spider'," Michelle smirked.

Spider Man scowled behind the mask. "Yeah well this Spidey got a new upgrade."

"Uh huh."

There was silence that settled in which made it awkward for the two though Michelle took this opportunity to actually study the masked vigilante. In all honesty, he looked a bit like Peter which troubled Michelle.

"You know…you look similar like my friend, Peter," Michelle spoke at last though that made Spider Man tense a little.

"I guess I have that kind of thing."

Michelle gave a small faint smile before she turned around. "Anyways, I've got to go…"

Spider Man bit his lip as there was a nagging feeling in his body. If he doesn't do it, then it would haunt him and there may be no other chances to do it. Acting instinctively, Spider Man shot out webs which got latched onto the doorknob.

Michelle blinked with surprise from the sudden move.

"Uh, sorry…impulse…heh…"

"Right…now…any chance you can take it off? I really need to get go—"

"Wait…I—I want to tell you something," Spider Man replied. He saw the way how Michelle was giving him a curious look which made him be nervous and was wondering if he was doing the right thing.

Probably not.

Taking a breath, Spider Man reached for his mask but when he took it off, it made Michelle's jaw drop with shock and disbelief. Seeing the look, Peter began.

"I'm Peter Parker," he announced. "And I am Spider Man."

 **Author's Note: ** And that, my friends, is a solid ending…well for me it is anyway XD so anyways, something to explain, I've read on the internet that Zendaya (who is right now going to play Michelle) will be eventually play as Mary Jane—although it is not confirmed, at least I think it's not so I thought it would be cute for Michelle to actually finally reveal her real name—which I promise, in due time, I would reveal a backstory as to why Michelle covered up her real name…but anyways, thank you for so much support; I really appreciate! Until then, see you soon!


	19. Author's Note

**Author's Note:**

Hey guys,

I just want to let you know that I've posted the new sequel out which is called: Spider Man: Spider Slayer. I CAN'T BELIEVE WE'RE ONTO BOOK THREE ALREADY!

Thank you for so much support for the first book and hope to see most of you for the sequel!

Skychild101


End file.
